Outlook
by NegaiFreak
Summary: Will everything be all right in the end? As Avatar Korra is now out of commission for the time being on the Omni Force, Ben has to present her new main member status to a new partner, Sunset Shimmer! But while that's going on, who's the masked man tearing up Undertown, on the hunt for alien weapons! Featuring Ben X Rainbow & Rook X Sunset pairings! Big Hero 6 villain within story!
1. EPSODE I PART I

**Hey everybody! You as excited to see "Outlook" as much as I am? Well, look no further than this brand new fanfic! This was an idea that was long integrated into my mind after seeing "Big Hero 6", because of how the villain, known as Yokai, was portrayed. I figured that I could experiment an idea with him and my Omni Force crossover ideas. And then I remembered now that Korra's out of the picture, being out of commission and all, who should be her replacement.**

 **Enter Sunset Shimmer. Well, not yet. She's not gonna show up for at least a few chapters. However, being my favorite character ever, I can't wait to put her alongside her new teammates in Ben, Rook, and Rainbow Dash. I'm also excited to see how you guys respond to the pairing of Sunset and Rook. Will it be as exciting as Ben and Rainbow, or not so much? Only time will tell.**

 **But before we get started, I have a few quick notes. This story takes place sometime after the "Weapon XI" episodes in Ben 10: Omniverse. Also, as it was in "Titan's Loyalty", there'll be quotes from the characters at the end of each chapter from an episode of the series, mainly from Rainbow and Sunset.**

 **In addition, a few chapters, given the state of events, will feature sneak peeks of "The Omni Force: Rise Of Ghetsis", which is a story being produced by SpiritReaper42. He and I have worked together in the past and he's hoping his story works out well as a tribute to me.**

 **With all that said and done, let's look to the future and why everything should be all right in the end! This… is "Outlook"!**

 **OUTLOOK**

Aliens of all kinds were bustling through the streets of Undertown, heading into the markets, traveling about the area, and talking amongst each other. Some noticed three streaks of smoke just above the extraterrestrial society, which originated from jetpacks upon the backs of three aliens, all wearing similar armor designs. The one on the left wore a reddish jumpsuit with black highlights and silver armored plating. His feet were hooved while he held a white box, shaped like a suitcase in his hands. He had purple pads covering his central joints, an alien like belt, and four central lines on his helmet to provide outlines for his face, which were his eyes and mouth that couldn't be seen. The taller one flying beside him wore a mainly reddish jumpsuit, unlike his younger brother's, being taller and bulkier than him. However, his armor was practically the same as his, only colored differently. The last among them was their sister, who wore dark purple colored armor, which had a hoop feature at the end of her helmet. Compared to the other two, she was smaller, and her x-shaped eyeholes were pink, as opposed to being red.

"Bak, rah psy la," she said to her brothers as the streaked just beneath the pipeline above them.

"Chuta na," Sevenseven noted, pointing downwards at a gray warehouse in the distance.

"Rah ga," her sister agreed, heading down towards it, with the other two to follow. They all landed softly upon the ground before the building with their feet, as their jetpacks all shut off. After a few moments of looking around to see no one else in the area, they walked inside, into the darkness of the seemingly abandoned place.

"Guh ru…" the youngest of the siblings muttered out of annoyance, "Psy la ruda ka!" he complained.

"Don't get all riled up about it," a voice echoed within the warehouse, causing him and the others to immediately halt and search the area, turning their heads to try and find the source, "I assume you've fulfilled my request," it said, as a figure walked out from the shadows of the area. He had a skeletal appearance that was mainly white with black markings, and wore a black robe with red marks in the middle. There was a fin upon his head that was rounded like a spike, and was mostly black with one white strip. He had spikes on his left and right hands and a mark on his chin. His eyes were a sullen red, containing black pupils and a short black line, but a nose was not present.

"Rah gu ka, psy la," Eighteight told him as he came forward. Her youngest brother then handed the white containment off to their client, who accepted it graciously, grinning all the while.

"Finally…" he uttered, pressing the top of the metal box with a finger from his right hand. Steam billowed as it opened, with the top flipping up on two ends. As it cleared, it revealed a plethora of grey, remote-like devices inside, all neatly organized together in three separate rows. "Techadon dissipators…" he noted with an evil grin as he set it down.

"Grrrah rah," Sixsix gargled irritably as the criminal mastermind took one of the objects out of the containment.

"Yes, I know," he responded, "You, your brother, and your sister will be paid handsomely for your work," he promised as the Sotoraggian siblings conversed amongst each other, impatient to receive their reward for the job, "Now," the pale-faced alien began, "how should I divide your payment between the three of-" He stopped his sentence the moment he noticed that Sevenseven had mysteriously vanished. "Where is your brother?" he asked the other two, who then took notice of their missing relative.

"Bur rah, rala," Eighteight advised, pulling out her twin laser guns from the pouches on her legs, while her younger brother pulled out a single pistol, aiming it in the vicinity of his sight.

"Ja, ku rah," he beckoned, causing Psyphon to open up his wrists, with a small blaster coming out of each one. The three crooks looked around the entire warehouse, not catching a sight of the middle sibling of the Sotoraggians. Suddenly, a loud thud was heard, enticing the female and the mastermind to go over and see that Sixsix had disappeared as well.

"Gah…" the latter of the remaining two grunted, "Let's just get out of here before anything else happens," he advised, going back over to the box, about to put his Techadon dissipator away.

"Suh rak rah ha!" the female bounty hunter argued, concerned for her siblings.

"Forget it!" her client ordered, "You'll still get paid," he assured, not looking at her, "Just-" His sentence was interrupted the moment he turned to see Eighteight suddenly disappear, followed by the sound of a loud bang. He looked around frantically afterwards, aiming the blaster upon his left wrist around the dark warehouse, while he held the remote-like weapon in his right. "Show yourself!" he ordered, sweating out of anxiety, "I know it's you, Tennyson!" he declared.

"Tennyson?" a voice questioned, much to his surprise as his red eyes widened.

"Oh, no…" he muttered in realization, turning around and looking up to see someone upon the rafters. It was a girl with Caucasian skin, wearing a short-sleeved blue jacket over a white shirt with a lightning mark, colored like a rainbow. She also sported rainbow colored bracelets and black sport shorts, along with blue, high top boots upon her feet. To top it off, her hair was colored like an actual rainbow.

"Man," she groaned, "I must be getting slower if you thought I was my boyfriend," she noted, suddenly transforming in a bright flash of light, with her light cerulean skin appearing along with her pony ears, long ponytail, and feathery wings.

"Ergh…" Psyphon grunted in frustration, "You won't win this time," he proclaimed.

"We'll see about that," Rainbow responded, cracking her knuckles excitedly.

 **EPISODE I PART I**

The residents all began chattering in worry upon hearing the sounds of blasts from afar. At the warehouse, red beams of light were bursting through the ceiling and walls, creating large holes. Inside, the criminal mastermind was firing at the rainbow haired girl, who was easily avoiding the laser rays from the blaster upon his left wrist, zooming around the area in midair.

"So, what's the big score this time, Psyphon?" she asked, "New weapons or something?" she guessed, landing on one of the rafters above.

"That's none of your business," the fin-headed alien stated in response, "But I'd like to know how you found out about this dealing!" he yelled, shooting another laser beam from the blaster, which his adversary dodged quite swiftly.

"Eh, I get around," she replied, holding onto a rafter with just her right hand as she dangled excitedly, "Besides, when you see three bounty hunters going to a creepy warehouse like this…" she continued, "you tend to get a little suspicious," she pointed out with a smirk.

"Grr…" the criminal mastermind growled as he attempted to fire on her again, only to miss over and over as she was too quick. Before he could even try to attack again, she sped down, zooming by and sweeping him off of his feet with a flurry of dust, causing him to fall on his backside with a grunt. He attempted to get back on his feet, but his opponent raced by again, striking him at the left side with her right leg, making him bang against the floor hard. "Ergh…" he groaned, pushing himself up, then noticed that his blaster had been busted from her assault, generating a angered look upon his face as he gritted his teeth.

"Seriously, Psyphon," Rainbow began as she floated in midair, flapping her wings, "if my boyfriend could beat you on a daily basis," she kept going, "then so can I," she declared, readying her fists.

"Gah…" the fin-headed alien grunted in frustration, "You hyperkinetic-!" His remark was cut off as his foe dashed by again, knocking him to the floor on his face.

"Too slow, doofus!" she mocked, crossing her arms while she flew upwards. He growled again, but then took notice of the remote-like device in his hand, pulling off an evil smile upon realizing something.

"Oh, I'll show you who's slow…" he muttered, standing back up, causing the rainbow haired girl to raise her eyebrow in surprise, "Do you have any idea what _this_ is?" he asked her, showing off the weapon in his hands. She quickly came down to try and snatch it from him, but he swiftly managed to avoid her at the last second, letting dust brush by his robe. He saw her then clench her teeth in frustration, as he held out the device. " _This_ is a Techadon dissipator," he told her, "A very useful and… _lethal_ weapon," he added.

"Lethal how?" the rainbow haired girl questioned nervously.

"Like this," Psyphon responded, pressing the white button upon it as he had it aimed at her. It then fired of a gigantic, red laser beam, making Rainbow gasp as she narrowly managed to dodge, dashing off to the side while it blasted through the front of the warehouse, creating a large cloud of dust. Outside, the alien population took notice of the development, with most crying out in fear and running off. Back within the building, a large hole remained from the blast, while the winged girl floated beside it, flapping her wings as she began to sweat nervously.

"Whoa…" she uttered, stunned by the small weapon's power.

"And I've got plenty more of these in this box!" the criminal mastermind pointed out, "Just try to stop me…" he challenged.

"I'll take that chance!" his adversary yelled, speeding down, about to attack him.

"Too slow," he stated, pressing the button on the remote-like device once again. However, nothing happened, much to his surprise. "What?!" he exclaimed in shock. Before he could think of anything else, his opponent punched him right in the face with her right fist, knocking him to the ground, and making the Techadon dissipator fall right out of his hand. She then stomped her left foot on it, crushing it into pieces, much to the fin-headed alien's dismay. "Curses!" he cried out as the rainbow haired girl crossed her arms smugly, standing over him. Just then, her pony ears twitched, causing her to turn around and see a few Plumber tanks approaching, having tires as they looked more like an armored personnel carriers. They has black overalls and the wheels had the intergalactic peace symbol on them.

"'Bout time they showed up," Rainbow muttered as she transformed back to normal in a bright flash of light, losing her pony ears, wings, and ponytail, along with her light cerulean skin. In just a few moments, the galactic officers began surrounding the area, most of them wearing white uniforms as they pulled out their blasters, aiming them at Psyphon, who stuck his hands up in surrender as one human went over to him, about to lock the crook's wrists in cuffs.

"Nice work, Agent Dash," a voice said, getting her attention as she looked to see a female, human Plumber wearing a red uniform standing beside her. She had light brown hair and blue eyes.

"Thanks, Molls," the rainbow haired girl responded in gratitude, "Glad you guys came in to take out the trash," she added, causing the Alpha Squad member to laugh in agreement. They then took notice of the three Sotoraggian siblings being escorted by some alien officers into the hatch of one of the tanks, each of them with their hands cuffed together.

"You took down Sixsix, Sevenseven, _and_ Eighteight without a problem," Molly noted, "That's impressive," she complimented.

"Eh, if my boyfriend could do it, why can't I?" Rainbow questioned sarcastically out of modesty.

"Ergh!" Psyphon grunted as he was being taken away, "I don't understand!" he yelled, "Those Techadon dissipators were _supposed_ to be in working condition!" he claimed.

"Oh, they were," the Alpha Squad Plumber chimed in, "It's just that they only use one charge, and they're done," she mentioned.

"Wh-What?!" the criminal mastermind stuttered in shock at the revelation.

"Keep moving," the officer with him ordered, shoving him into the tank that had the Sotoraggians inside. The hatch of it then shut with the fin-headed alien glaring back at the two human girls before it closed.

"Speaking of my boyfriend," the younger of the two females began to the elder one, "is he back yet?" she asked curiously, hoping for a yes.

"Uh… I wouldn't know…" Molly replied, much to the rainbow haired girl's disappointment, "But if he is back," she started to say, "he's probably at Plumber HQ," she told her.

"Sweet!" she replied, running off and jumping up, transforming in a bright flash of light, thanks to her magic, about to fly off. "Ooh!" she realized, halting herself from leaving, "Psyphon had those guys get some Techadon… whatchamacallits for him…" she mentioned to the Alpha Squad Plumber, "I think they're in a box around here…" she added.

"Thanks for the heads-up," the officer replied, giving her a salute, "We'll see to it that they're confiscated," she promised, causing Rainbow to smile before dashing off, heading into the distance, "Now," she began, turning herself around to face the darkened area of the warehouse, "where are those weapons?" she asked herself, looking around while still having her blaster ready in her hands. While she and all of the other agents there looked for them within the building, outside, the box that contained them was lying on the ground, crushed and empty, with nothing but bits of metal as tiny, black objects began scurrying away from it, carrying a red light within them. They led the red light into a see-through, cylindrical container, which began fill up slightly with energy. The tiny black objects then left the canister as it closed up, only being occupied with a small amount of red light. They crawled about beneath the black boots of a figure that loomed over them, clenching his gloved fists tightly. He was wearing a trench coat, leg wraps, gloves, and ankle-length ninja boots, all black in color. However, upon his face was a kabuki mask, which was mainly white in color with red markings and yellow eyes. A black hood covered the rest of his head, cleverly hiding his appearance.

"Tch," he scoffed in frustration, while the objects beneath him stopped swarming about around his feet, "Only this much power…" he noted, looking at the small amount of energy the canister contained upon his belt, which had six in total, "I need more," he stated, looking out towards the rest of the alien metropolis that was spread before him, "And I know where to find it," he realized, stepping back into the shadows while the black objects followed him.

 **END**

 **How's that for a start? Yes, it's pretty short, but the other chapters won't be! I promise! Now, to get into some technical stuff.**

 **First off, this story's being formatted the same way "Titan's Loyalty" was formatted, with three episodes that had three parts each, and an epilogue! However, at the end of each episode, I'll be releasing a sneak peek of one of my future 2016 stories! Which ones though? Well, that's for you to decide! If you saw the poll I posted in my profile page, I asked you guys what story you're most looking forward to for next year. So, after an episode's completed, a sneak peek will be released at the end of each part, based upon how many votes it got! No story will get two sneak peeks, but the top three will be the ones I decide to work on for the year! And, there'll be another sneak peek in the epilogue for the story** _ **I'm**_ **most looking forward to write about!**

 **So folks, what do you think? A new sneak peek comes out at the end of every episode in "Outlook", and it'll be from a story you really wanna see! Just vote in the poll I've posted, and by the time I've finished the second chapter, I'll check to see which one I'll write first!**

 **Thanks again, everybody!**

 **QUOTE:**

 _ **Sure, like I'm just gonna leave my boyfriend to fight off a mutated freakozoid!**_

 _ **~Rainbow Dash,**_

 _ **To Ben in Weapon XI PART II**_


	2. EPISODE I PART II

**Hey, everybody! Welcome to the second part of the first episode of "Outlook"! Now I know last chapter was a little short, but trust me, the rest of them will be much longer. So, if you guys have any questions about the fanfic, or any concerns about story ideas, feel free to leave it in an honest review. I'd really like to hear some feedback from you. But no flaming, please. With that said and done, let's get back into "Outlook"!**

 **Also, be sure to make your votes in the poll whenever you can! The story with the biggest vote by the 18** **th** **of August will have a sneak peek featured at the end of Episode I!**

 **OUTLOOK**

" _Hmm Hmm Hm Hm,_ " Rainbow hummed as she soared across the skyline of the city, " _Awesome as I wanna be~,_ " she sang, spinning in midflight, racing by the skyscrapers within the vicinity. Below, the people on the streets looked up and took notice of the winged girl above them, chattering with widened eyes at the sight of her.

"Hey!" a little girl cried out as she was holding her mother's left hand with her right, "It's Ben Ten's girlfriend!" she pointed out excitedly. The rainbow haired girl's pony ears twitched upon hearing the child, causing her to chuckle.

"Nice to have fans, I guess…" she admitted to herself, smiling as she began to descend into the suburbs of the city. She landed on the sidewalk, right next a small building that had "Max's Plumbing" in big letters on the front of it, just above the entrance. After deactivating her magic, she pushed the door open and walked inside, letting the bell ring softly uponentering. "Hello~?" she echoed inside, only seeing plumbing tools, accessories, and other such hardware in sight upon racks and hangers. She grinned, heading off towards the back of the room, moving the green curtains aside as she was now standing before a toilet in a bathroom, which had a chain dangling from above her head. Smiling, she then pulled it down, and suddenly, the floor beneath her opened up into a hole, allowing her to plummet down it. She was actually within an elevator, which was heading down as she leaned against its walls. It then let out a dinging noise as it came to a halt, making her stand up instantly while she smiled in anticipation. The doors then slid open, revealing the vast and enormous Plumber Headquarters. She walked out, stretching her arms outward as she was within the station's monitor room. "Ladies and gentlemen," she began, "your rainbow hero is back!" she exclaimed out of joy. However, she opened her eyes to see that all the officers were bustling around, not paying her any attention, as they were busy with their own matters. "Yeesh…" she groaned, letting her arms droop down in disappointment, "Tough crowd…" she noted, crossing her arms.

"Hello, Rainbow," a voice said in greeting, causing her to turn and see a tall, periwinkle blue color furred Revonnahgander, who had pointed ears, along with black and blue Proto-Tech armor over the rest of his body, including his trusty Proto-Tool mounted on his left shoulder.

"Hey, Rook!" she greeted back, jogging over to him.

"I take it that your recent mission in Undertown was a success?" he guessed with a raised eyebrow, making her nod with a chuckle.

"You're gonna love this story," she promised, heading over to the seats at one of the monitors with him.

 **EPISODE I PART II**

A while passed as the rainbow haired girl and the alien Plumber talked with each other, discussing her triumph over the criminal mastermind and the three bounty hunters he had hired.

"So he tried to blast me again with that… dissipator thingy…" Rainbow continued to tell as the Revonnahgander listened closely, "But once it didn't work," she told him, "I flew down, smashed his face in," she listed off, punching her left hand with her right fist as an example, "and destroyed it in a snap!" she exclaimed with a snap of her fingers, "Then the Plumbers showed up and took 'em in," she finished, getting a smile from her lone hearer.

"And to think that _you_ took down _three_ bounty hunters in almost an instant," he mentioned.

"Yeah, I know," his Omni Force teammate responded in a proud tone, "I think took 'em out in like… ten seconds flat," she gloated.

"It appears that the extranet has been giving you high praise for your heroics today," Rook noted, looking at the monitor screen with her to see dozens of messages being posted about online, causing her to widen her eyes and smile gleefully.

That. Is. AWESOME!" she exclaimed with enthusiasm, "It's been only two months since I started dating Ben," she began to say, "and I'm already famous!" she pointed out excitedly.

"You have even drawn the attention of William Harangue," the alien Plumber mentioned, moving the mouse icon across the screen, clicking on a link that was upon one message there. The monitor then became black with nothing but a white play button icon in the middle. After sliding the arrow on top of it, Rook pressed a button on the keyboard, which made the white icon vanish into a buffering screen, which then turned into a background of a blue star, embroidered by red over an American flag, with the golden title, "The Harangue Show" upon it.

"Oh, this should be good…" Rainbow said, chuckling as she watched closely. The video then zoomed out, revealing a news desk with the show host, Will Harangue sitting behind it. Though he had the coat and tie fashion of a regular reporter, he was not at all human. His skin was olive with several lumps, he had fin-like ears, tendrils on his chin, gills on the back of his neck, tentacles instead of hands, one eye on his face, two on the sides of his head, and another on a tendril on his left shoulder.

" _Welcome to the Harangue Nation with me, your host, Will Harangue,_ " the grotesque-looking alien on the screen introduced, " _Our top story this morning involves another weapon smuggling deal taking place in the slums of the alien underworld, known as Undertown,_ " he explained, carefully straightening out a stack of papers that were beside him, " _According to reports,_ " he began, " _the notorious criminal mastermind, Psyphon,_ " he continued, " _had bounty hunters get their evil hands on these alien weapons for purposes unknown,_ " he said, " _However,_ " he kept going.

"Here it comes…" the rainbow haired girl noted, smiling excitedly.

" _Both the bounty hunters and Psyphon were taken into custody by the so-called, 'intergalactic law enforcement' known as the Plumbers,_ " the newscaster explained, " _But in a strange and shocking coincidence,_ " he continued, " _Ben Tennyson was not part of this mission to stop the smugglers,_ " he mentioned, " _Rather, it was his brand new, troublemaking girlfriend,_ " he began, " _Bellwood's latest femme fatale,_ " he kept going, " _Rainbow Dash, who stopped the deal from happening,_ " he finished, causing the girl herself to break out into a jubilant dance.

"Yeah, that's right!" she exclaimed while shaking from side to side in glee, "I'm the hero!" she yelled, making the Revonnahgander chuckle before going back to observe the video.

" _Arriving on the scene here in Bellwood only two months ago,_ " Harangue began as an image of the girl kissing her boyfriend appeared beside him, " _this rainbow haired troublemaker has caught the public's eye,_ " he noted, " _becoming a fan favorite amongst the crowds as an actual hero over a sidekick of Tennyson's,_ " he mentioned.

"Got that right," Rainbow pointed out with a smirk.

" _But in this reporter's eyes,_ " the newscaster started to say, " _this so-called 'girlfriend' of Ben Tennyson's is nothing more than another menace to the people of Bellwood,_ " he stated, " _And will not rest until she-!_ " Before the video could be continued, Rook closed it out, ending it in an instant.

"Aw, that was the best part!" the rainbow haired girl complained.

"I think that is more than enough entertainment," the alien Plumber noted, "Ironic as it may be," he began to say, "Harangue's ratings have gone up since his alliance with Billy Billions and the Vengers," he noted.

"Because of _yours truly_ making out with the local hero," his friend pointed out, "I'm a sensation here!" she added with her arms outstretched.

"Indeed," her alien partner agreed, "You would not have had the opportunity to come here if we did not require your assistance today," he pointed out, "Though, I do hope that is has not been troubling for you…" he told her.

"Ah, it's no biggie…" she reassured, "I was a day away from winter break at CHS anyways," she noted, with her hands on her hips, "Plus," she began, "I can't pass on the chance to see my boyfriend," she told him, "I got him a late birthday present," she added with a grin, reaching her left hand into her jacket for something.

"Well, he is currently within Korra's universe, so-"

"Wait, _currently_?!" the rainbow haired girl interrupted in question, surprised, "As in he's not here now?!" she asked hysterically, gritting her teeth as she went over to the Revonnahgander, sweating anxiously as she hoped for a no while putting her hands upon his shoulders.

"Uh… yes, he is," he replied, making her widen her eyes in disbelief.

"Aw, man!" she groaned, "I really hoped that I'd get to see him…" she said, letting go of Rook's shoulders while she had her arms droop down.

"He was… concerned about Korra's condition ever since she was unable to attend the finale of the Grand Magic Games in Natsu's universe," he explained to her, "In fact, he has been gone for almost a week," he mentioned.

"Seriously?" Rainbow questioned out of surprise, raising an eyebrow, "Boy," she began, "I sure hope she's doing okay…" she added, "It's been two months since that whole… Red Lotus fiasco…" she pointed out.

"I believe she will be fine in due time," the Revonnahgander reassured, "She is-"

"The Avatar, yeah," his partner finished for him, smiling. He grinned back, as they both had faith in their teammate's recovery. Suddenly, a spark of green electricity caught their attentions as they turned to see another flash by. The alien Plumber stood up from his seat, beside the rainbow haired girl as the sparks continued to come by. Just then, a bright green portal opened before them, causing them to step back out of surprise. A few moments passed before a figure walked through the portal, making the female human smile delightedly upon seeing who it was. It was a teenage boy, who was wearing a black shirt with a green collar and stripe down the middle, which had the number ten in white lettering upon the center of chest, within the line. He also had brown pants and green sneakers on, along with his brown hair, which was very messy. To top it off, he bore a strange watch upon his left wrist, being mainly white and green, with a black faceplate that had an hourglass symbol outlined in green. He pulled out a strange, white device that was the size of a cellphone, and shaped like an oval in his left hand. He pressed its green center, which made the portal close instantly in a flash of light. "Ben!" Rainbow exclaimed in glee, racing over to him as he turned to face her just in time to get a warm, comforting embrace that knocked him back a little.

"Hey, sweetheart," he greeted, "How are ya?" he asked, hugging her as well while he put the MPG in his pocket.

"Great, babe!" she responded excitedly, having her arms wrapped around his neck while she pulled herself back, "I'm on an early winter break, since your grandpa needed someone to go out on patrol in your place," she told him.

"Winter break?" he questioned, "Wait, isn't today Friday?" he asked, getting a sheepish smile in response from his girlfriend.

"Don't worry," she reassured, "I made sure Principal Celestia knew about me leaving," she mentioned, "And now…" she began, moving her face closer to her boyfriend's, "I get to give you your birthday present…" she said, looking into his eyes dreamily.

"Pres-?" Ben's question was interrupted the moment Rainbow touched her lips against his, having her eyes closed the whole time. He gave way soon afterwards, closing his eyes and kissing her back, while his partner watched on with a smile. But then, he faked a cough, getting their attentions as they both unlocked their lips, turning to face him.

"How is Korra doing?" he asked as they let each other go, with the boy's eyes widening in realization.

"Oh, yeah…" he said, putting his hands in his pockets while he looked down, somewhat saddened.

"Uh oh…" the rainbow haired girl muttered, knowing the news was not good from her boyfriend's tone.

"Korra's… heading back to the South Pole," he told the both of them, much to their surprise as their eyes widened, "She hasn't gotten out of the wheelchair for a while," he mentioned, "and thinks it'll be best if she rehabs back at home," he explained. His partner and his girlfriend both developed worried looks upon their faces, glancing back and forth at each other.

"Does that mean Korra is… unavailable to go on missions with the rest of the Omni Force?" the Revonnahgander asked after a silent moment.

"Yeah, that's right," the Omnitrix bearer replied, reaching into his right pocket, pulling out another MPG, "She's gonna be gone for a while, so…"

"…she gave you her MPG…" Rainbow finished somberly, putting her hands on her boyfriend's shoulders as she was left stunned by the revelation, "W-Well, don't let that get you down!" she stuttered, making him turn to face her, "So Korra's gonna be out for a bit longer…" she said, "Doesn't mean you should feel bad about it!" she pointed out, "Ooh!" she yelped, having remembered something as she reached into her jacket again with her left hand, "I know what we can do," she mentioned, pulling out a slip of colored paper out, handing it off to him as he took it with both of his hands, looking at it. Reading "Mr. Smoothy's" off of it, Ben immediately developed a grin on his face.

"Is… this a coupon?" he asked.

"Uh-huh," his girlfriend responded with a nod, "Couples get two free smoothies, plus refills," she told him, smiling widely.

"Sweetheart, you're the best," he complimented, causing her to blush with a big grin.

"Still," Rook began to say, getting their attentions, "it is quite sad to know that Korra is… in such a condition," he mentioned.

"Yeah," his partner agreed, "I was gonna see if some of our honorary members could take her place for the time being," he told him, "But for now…"

"…He's got a date with me!" Rainbow finished for him, wrapping her arms around his left.

"Agent Dash!" a voice cried out, getting everyone's attention as they all turned to see Magister Patelliday approaching them, adjusting his glasses while he walked.

"Oh, hey Patelliday," the rainbow haired girl greeted, "You here to congratulate me on taking down Psyphon _and_ those three bounty hunters?" she guessed confidently, smirking.

"Actually, I'm here to inform you that the smuggled Techadon dissipators were never recovered," he explained, much to her surprise as her eyes widened.

"Wait, what?" she questioned, frightened by the prospect of having failed the mission.

"You heard right," the Piscciss Volann replied, "Agent Gunther and her crew didn't find the dissipators anywhere in that warehouse," he told her, "I'm afraid this means you'll have to file a report for 'em," he said, much to her dismay as her expression had drastically changed from jubilance to shock.

"Aw, no way!" she complained, "I hate paperwork!" she yelled, crossing her arms while puffing her cheeks out in frustration. Her boyfriend just chuckled at her misfortune, handing the coupon back to her.

"I guess we'll have to save that date for later…" he noted, patting her on the back.

"Huh…" she sighed, "Guess so…" she admitted, sadly walking off with the Magister.

"That is quite unfortunate…" the Revonnahgander pointed out, "What do you suppose could have happened to the Techadon dissipators?" he asked his partner.

"Not sure, since I wasn't here…" he responded, "But I'm really impressed if she actually took down Psyphon by herself," he confessed, "along with three bounty hunters," he added.

"Indeed," Rook agreed with a chuckle, making the Omnitrix bearer laugh as well.

"I'm gonna head down to the lounge room," he told him, "Hopefully I can figure out this Korra replacement issue," he said, walking off. The alien Plumber watched him head out before turning back to his duty at the monitor, seating himself before the controls.

"This is going to be quite a day…" he uttered to himself, crossing his arms. Back within the market streets of Undertown, business was abuzz as stands were met with plenty of customers to provide their goods to. Walking about the area was the masked man, with his hands stuck in the pockets of his trench coat, while the little black objects that were under his feet had disappeared. His presence somewhat frightened the locals, as they stepped aside for him to pass them. He looked around to see the items that merchants were selling, whether they were technological items, food supplies, or whatever else was available.

"Huh…" he sighed in frustration through his mask. Through it eyes, he was able to scan the surrounding market stands around him, only to find no source of sufficient power that he was searching for. "Still nothing…" he muttered under his breath as he kept on walking.

"Bwak!" a voice squawked, getting his attention as he looked up to see two approaching figures, "Did you hear what happened to Psyphon this morning?" the raspy, rooster-like voice asked. The dark clothed man looked to see two aliens approaching him. One was a very chicken-like creature, having feathers and a beak. He also had two bandoleers connecting together on his chest. The upper half of his body was beige, while his lower half was brown. He had orange feet-like hands and sticking out of his head on the top, as well as his bottom were red feathers. The other was a pink-faced alien with yellow eyes inside a red and black power armor, which was very bulky.

"Yes, I heard," she responded, "That Rainbow punk girl's back in town…" she muttered in her alien accent, "And her boyfriend hasn't been around for a week!" she noted, somewhat in disbelief.

"Ah, so what?" her friend asked rhetorically, "With Tennyson outta the way for now, we could score some big bu-bu-BWACKS!" he stuttered, "His girlfriend won't be able to stop all of us," he added confidently.

"True…" his Acrosian partner agreed, "And we could use some Taydens for more Techadon weaponry," she pointed out, catching the attention of the masked man as he stopped, seeing them walk by him, "I need to make some adjustments to my battle suit," she mentioned, looking at her mechanical arms, which looked a little rusty.

"I hear Fistrick's got a whole arsenal of Techadon weapons that he smuggled in," Liam told her, causing the dark clothed man to turn around and head after them, "Bet he's got a battle suit with your name on it…" he mentioned in a whisper.

"Excuse me," the masked man chimed in, catching both crooks' attentions as they twisted back to face him, "do you happen to know where I could find this arsenal of… Techadon weaponry?" he asked, sounding unsure for a moment. The two listeners glanced at each other before the chicken-like alien spoke up.

"Don't you know that it's _rude_ to eavesdrop on private conversations?" he asked, placing his hands on his hips, while his partner crossed her arms.

"Sorry, I couldn't help but overhear," the man apologized, "do you at least happen to know where I could find this Fistrick character?" he asked.

"Why should I tell you? BWAK!" Liam squawked, "In fact," he began, pulling out a laser pistol from his belt with his right hand, and aimed it at him, "why don't you fork over your Taydens before I-?!" All of a sudden, he was pushed up into the air by a group of the black objects that had been with the man earlier, sending him smashing into the pipelines above. They then formed a small, tentacle-like appendage from the pillar, reaching out and crushing the weapon in his hand, with a red light to follow that flowed down the black column, and into the trench coat of the masked man. Everyone in the area was screaming in fright, running away as the pillar deformed down, with the black objects surrounding the man as the chicken-like alien fell to the ground, clucking in pain before he fell unconscious. Fistina was left in shock at her partner's quick defeat, and then looked out at their enemy.

"Wh-Who are you?" she asked with a stammer.

"I don't feel obligated to answer that," the dark clothed man responded as the black objects began to take form around him, building up in a menacing way, "So why don't you just tell me where I can find Fistrick…" he suggested, holding his right hand out as the objects morphed into the shape of spears. The Acrosian however, stood her ground as she got into a battle ready stance, while from afar, someone was watching the conflict ensue.

"Like I'll tell you!" she declared, throwing out her right fist, which then launched from her arm like a rocket, about to strike her adversary right in the mask. However, a group of the little black objects grabbed it just before it could touch him, and then crushed it, letting a red light flow down the makeshift appendage and into his trench coat. His foe gasped in shock, recoiling as she stepped back, seeing her mechanical and demolished fist fall to the ground.

"That armor looks pretty powerful…" the man noted as the black objects began inching closer to the female alien, "I'll take it," he stated, throwing both of his arms, causing the objects to pierce through her armor, impaling it to bits as she had nowhere to run.

"Guh…" she groaned in agony, seeing her battle suit being ripped apart, with a red light flowing out through the black objects into her opponent's trench coat, "Must detach… from armor…" she uttered, as suddenly, her head fell off of the remainder of her ensemble, falling onto the ground with a thud.

"Hmph," the dark clothed man grunted, breaking the rest of the armor as the last of the light entered his coat, "Gah, still not enough to fill one canister!" he yelled in frustration after a moment of realization. He then began using the black objects to take hold of Liam by the neck, lifting him up to his eye level as he regained consciousness.

"Bu-Bu-BWAK?!" he squawked in shock upon seeing the masked man before him.

"Where can I find Fistrick?!" he asked angrily, as the objects began choking the chicken-like alien.

"I-I-I-I don't know!" he stammered in response, having trouble breathing amidst the crawling items around his neck, "F-Fistrick's businesses are everywhere in Bellwood and Undertown!" he explained, "He could be anywhere!" he claimed, desperate to be freed.

"Is that so?" the masked man questioned sarcastically, readying the objects to spear Liam.

"Whoa, hold on a sec!" a voice cried out, getting the attentions of both men there as they turned to see a human teenager standing by a market stand, having his arms crossed. He had long hair with an orange stripe on it, which covered half of his face. He wore a black shirt with a skull-like insignia in the middle, and purple pants with bandages on his right leg. "You're lookin' for my boss, right?" he asked the dark clothed man.

"Your boss?" he questioned back, glancing at Liam. He then threw him into a stand, splintering it to pieces as he was completely knocked out. Using the small, black objects, he moved himself over to the boy, looming over him as they gave him a greater height.

"Yeah, I work for Fistrick," he responded, not intimidated in the slightest by the masked man's presence, "I was on my way to meet with him too," he mentioned, walking off, "Wanna come along?" he asked, "From what I heard, it sounds like you're lookin' for weapons…" he guessed.

"Right," the dark clothed man replied, following him as the black objects went back into his coat, allowing him to step on the ground and follow the boy, "I… need those Techadon weapons for something important…" he told him.

"Well, I'm sure my boss would be willin' to make a trade for your little… uh…" Corvo said, but stopped as he saw the last of the small items gather upon the man's right hand, unsure of what to call them.

"Microbots," he uttered to him.

"Huh, cool name," the teenager told him, "Speakin' of which," he began, "what's yours?" he asked. The masked vigilante let the remainder of his little machines go back into his coat, as he walked along the street with his new partner.

"Yokai," he responded.

"Huh…" Ben sighed back at Plumber HQ, looking at the holographic screen over his MPG, searching through an index of honorary member names as he lied down upon a couch before a television, which was off. He was in the lounge room, unoccupied by anyone else but him as he continued to look at the list of his teammates. "No… no… no…" he repeated over and over with each passing member, "Gah…" he groaned, lying down upon the plush surface of the cushions, "Everyone I look at is either busy, in school, or… whatever…" he complained, frowning deeply, "Maybe I should call Naruto or Natsu to see if anyone in either of their worlds would wanna join…" he suggested to himself.

"Hey, babe," a voice greeted, causing him to perk up and turn to see his girlfriend standing there, with two smoothies in her hands, "I brought you a drink," she pointed out, holding out the one in her right hand.

"Thanks, sweetheart," her boyfriend said in gratitude, getting up and going over to her, taking the drink out of her hand with his left before giving her a quick kiss on the lips, "How'd the paperwork go?" he asked, putting the straw to the frozen beverage in his mouth.

"Heh," Rainbow laughed, "Molls took care of that whole mess for me," she told him, "But I figured you were busy looking for a replacement…" she noted, "so I headed off to Mr. Smoothy's without you…" she confessed, "Turns out the guys there knew about me and you..." she added.

"And they got you two free smoothies with that coupon," the Omnitrix bearer guessed, smirking.

"Got that right, babe," she responded, smiling back. Ben then turned his attention back to the MPG in his right hand, still searching through the holographic list of honorary members. "Still got nothing, huh…" his girlfriend guessed, getting a nod in reply from him.

"Huh…" he sighed, going back over to the couch, "They are honorary members like Kim Possible, Jake Long, and Danny Fenton," he pointed out, "But they've all got the same problem goin' for 'em…" he noted, lying down in defeat.

"And what's that?" the rainbow haired girl asked.

"Their lives," her boyfriend responded, tapping the MPG at its center, having the holographic screen disappear, "They've got their own jobs, their own worlds to protect…" he listed off while Rainbow came over and sat next to him, sipping on her drink through its straw, "I can't just take that away from them," he noted.

"Well…" his girlfriend began, "what about the others in the universes of the Omni Force's main members?" she suggested, "Like Naruto's or Natsu's!" she recalled.

"That's what I thought too," the Omnitrix bearer mentioned, "But I don't know about the guys at Fairy Tail…" he admitted, "They tend to get a little…"

"…Extreme?" the rainbow haired girl guessed, raising an eyebrow.

"Exactly," Ben responded, "And even though the war in Naruto's universe ended months ago," he began, "he and his friends are still helping fix up the rest of the Leaf Village," he told her.

"Oh…" she said, somewhat surprised, "Well…" she started to say, "how 'bout goin' to a new universe?" she recommended.

"Huh…" her boyfriend sighed, "That'll take too long," he told her, "You know how long it took for me to get Naruto, Ash, Korra, Natsu, _and_ you on the team?" he asked rhetorically.

"Uh… okay…" she responded, now concerned as she had run out of ideas, "Why'd it be a problem?" she asked him.

"Because it takes too long to get along with a new person, especially when they're from another universe," he explained in reply, sitting up and taking a quick sip of his smoothie, "When I was in yours, I got to really know you and your friends more personally since we worked together," he added.

"Well, that's a given," his girlfriend noted, "And you've gotten to know people in other universes more personally too," she mentioned, "But… it's not like my friends have the same… uh… skills that I do…" she pointed out, causing the Omnitrix bearer to blink for a moment in surprise, "I mean… they've got the Equestrian magic and all," she admitted, "but they're not as… experienced as I am with it," she added, making him look down for a moment in thought as he began to realize something.

"That's it!" he exclaimed, standing up, much to the surprise of the rainbow haired girl as she recoiled in shock.

"W-What's it?" she stuttered in question, blinking rapidly.

"I think I know the perfect person to take Korra's place," Ben responded, turning his MPG back on, scrolling through the holographic screen that appeared afterwards.

"Really?" Rainbow questioned in surprise, standing up after taking a sip of her drink, "Who would that be?" she asked.

"A friend," her boyfriend replied, tapping an icon on the virtual map that appeared. Suddenly, a green portal appeared before them, swirling around slowly. "Catch ya in a bit," he promised, handing his smoothie off to her before jumping in, much to her surprise.

"Uh, hey, wait!" she cried out, but the portal disappeared in a flash of light, leaving no trace of its presence, "Huh…" she sighed deeply, knowing that time with the Omnitrix bearer was limited. She then inserted the straws of both his and her respective drinks into her mouth, sipping on both of them with a somber look upon her face. Back in Undertown, Corvo was leading Yokai towards a gray warehouse, with metal doors that had a skull insignia upon them.

"Subtle…" the masked man uttered out of jocularity.

"The boss is still in his workout, so… don't get up in his grill too much…" the teenager advised, "I'm only lettin' you see him now, since… you're… a little testy…" he noted. He then went over to the metal doors, sliding them. The light from outside revealed a punching bag getting smacked around like around, receiving blows from a bulky-looking man. He had a spiky, orange mohawk with black and white paint around his face, and wore a black sleeveless shirt with a skull on it. He also had purple tattoos all over his body and wore arm braces, leg braces, wristbands, kneepads, orange pants, and silver shoes with black spikes on them.

"HA!" he cried out, landing a strong blow onto the bag, breaking it off of the chain it was attached to, sending it flying through the air before it landed at the feet of his comrade and the dark clothed man. He took notice of them, raising an eyebrow in surprise.

"Corvo," he began to the boy, "you're lucky I just finished my workout," he told him, crossing his arms as he developed a serious look upon his face, taking into account the presence of the guest within the building, "Who's your friend?" he asked.

"Uh, Yokai," his lackey stammered in introduction, "I think he's interested in the new tech you just picked up," he added, going over to him.

"Yokai, huh?" Fistrick uttered with a suspicious look on his face, "How'd you find out about my tech?" he asked.

"That doesn't matter," the masked man responded, "What _does_ matter is the deal I wanna make with you for that technology," he explained. The brawny man's serious look turned into a smirk.

"I'm listening…" he said, admiring the stranger's attitude.

 **END**

 **Oh boy! Finally done with Part II of Episode I. Now, as most of you already know, the poll voting is gonna close by the end of Monday, as that's when the next chapter should be released, and when the sneak peek of one of the future stories for 2016 should come out as well. Currently, "Evolution" leads the votes for the first sneak peek to come out. But of course, things could change up if you guys vote a lot before the next chapter! Remember, the poll's at the top of my profile page if you haven't already voted.**

 **Next chapter's gonna introduce Sunset and the girls at CHS! And what's gonna happen with Yokai? I hope the suspense is killing you, because that's what my stories do best!**

 **Till next time, see ya!**

 **QUOTE:**

 _ **Well, I hope the coming storm's ready for the coming rainbow…**_

 _ **~Rainbow Dash,**_

 _ **To Ben in Weapon XI PART II**_


	3. EPISODE I PART III

**Hello everyone! Hope you're all excited for the next chapter to "Outlook" and even more excited for the upcoming sneak peek! Which story got the most votes? Well, you're gonna find out. But don't worry, in the coming ends of episodes, along with the epilogue, there'll be plenty more sneak peeks of the 2016 stories! So be sure to keep on voting for the story you'd like to see!**

 **And without further ado, here's the last part to Episode I!**

 **OUTLOOK**

Snow covered the Canterlot High School building as winter had left its mark, being omnipresent on trees, statues, and the ground as well. Inside, students were busy at work in a classroom, writing upon packets of paper with their pencils while their teacher, Ms. Harshwhinny watched the time tick by on the clock. Two sophomores sat next to each other at the same desk, being Fluttershy and Sunset Shimmer. Both were working diligently on their respective packets, with the former sweating nervously, biting her lip while the latter had her writing utensil move quickly across the paper, finishing up the last of what appeared to be an essay on it. Just then, their instructor stood up, catching their attentions, along with the rest of the class as they all stopped working.

"Pencils down," she told her students as she walked over to the desks, "This is the end of your midterm exam," she mentioned, making a few kids grumble in frustration, while others looked quite anxious, "I'll collect your packets," she began to say, "and you'll receive your grades when you return from winter break," she promised, taking a few packets from the desks in the front row, as some scholars nervously clenched their teeth. The shy, pink haired girl nervously held her packet in front of her face, shivering in fright upon thinking about receiving a bad score. However, her golden yellow skinned friend placed her right hand upon her left shoulder, giving her a reassuring grin of confidence, causing her to smile as well. The professor then came by and took hold of both of their packets, taking a close look at the one that was in front of the red and yellow haired girl. "Hm," she uttered with a small grin, making the girl blink in surprise while she pulled her arm away, "All right," she said, after collecting all the tests, "you are dismissed," she told the class. All of her students stood up, beginning to chatter amongst themselves as they grabbed their bags and headed for the door. "And no discussing the test to anyone!" their teacher advised sternly while they exited.

"Huh…" Fluttershy breathed out of relief as she and Sunset left the classroom with the rest of the kids, "Oh, I can't believe how hard that was…" she said, "In fact, I think I missed a couple questions," she admitted, looking down in shame.

"Well, look at it this way," her friend began, "the actual finals will be a _lot_ easier from that test," she pointed out.

"I guess you're right, Sunset," the shy girl agreed, "Though, I'm worried about everyone else…" she confessed to her.

"I'm sure they're fine," she reassured, walking along the hallways with her, "They got the test outta the way earlier than we did," she mentioned, stopping at a locker as she began to twist the dial of the lock upon it, "I bet _they're_ the ones worried about us," she noted, making her friend giggle in response.

"By the way," she began, just as the red and yellow haired girl opened the door to her storeroom, "I really like those jeans that you're wearing," she complimented, causing her to look down at her denim pants, which were a light blue in color.

"Oh, uh, yeah, thanks" she stammered in gratitude, "I've been thinking about sporting a new look for a while now," she admitted, "To try and look less… intimidating," she confessed in addition with sheepish smile as she rubbed the back of her head.

"Well, ya ain't the only gal 'round here with jeans on her legs," a voice chimed in, catching their attentions as they turned to see the rest of their friends approaching: Rarity, Pinkie Pie, and Applejack. The cowgirl was wearing the same kind of denim pants that Sunset was wearing, only darker in color. She also sported a red winter coat, along with her trademark country hat. The party girl had a big blue jacket on, including a blue beanie upon her head that had a small pink puff atop it. The fashionista sported a white fur coat, with a sky blue scarf wrapped around her neck, and purple ear muffs that she had over it, instead of on her ears.

"Hey everyone!" the light amber skinned girl greeted in reply as she rummaged through her locker, pulling out a book with the insignia of a sun upon it, "All set for winter break?" she guessed, raising an eyebrow.

"You know it~!" the pink skinned girl responded, bouncing up and down in glee.

"How did the midterm go for you two?" the indigo haired girl asked her two friends.

"It was… um…" Fluttershy stammered nervously, not wanting to think about the exam now that she had completed it.

"Long," Sunset finished for her, "But we got it done, and we're still alive…" she joked, patting the shy girl on the back in reassurance with her free left hand, causing her to smile, "You three got it over with right away," she pointed out to the three others.

"Doesn't mean we ain't still feelin' the jitters," Applejack noted, "Huh…" she shivered, "I hate to think about takin' that again…" she admitted.

"Me too…" Pinkie agreed, rubbing her right arm with her left.

"Well, darlings," Rarity began, "we know at least one _individual_ who didn't take the test with _us_ …" she muttered out of annoyance.

"You mean Rainbow Dash?" Fluttershy guessed as she took her backpack off, zipping it open, and pulled out a green sweater.

"I heard she took the exam earlier in the week," the red and yellow haired girl mentioned as she took out a pen from the right pocket of her leather jacket.

"Because _she_ has the audacity to take an early vacation to visit… her 'boyfriend'," the indigo haired girl grumbled, crossing her arms as she puffed her cheeks out. Her friends all gave her blank looks with raised eyebrows.

"Or… it's because she needs to help him out with… whatever multiversal… whatchamacallit that's goin' on…" the cowgirl guessed, while her fashionista friend still had a grumpy look upon her face.

"Er!" Fluttershy grunted as she tried to put her olive green sweater on, finally doing so as her head slid through the opening at the collar, "Don't you wonder how Rainbow and Ben are doing as a couple?" she questioned to her friends, zipping her backpack shut, and put its straps over her shoulders.

"Ah'm sure she's enjoyin' her time with 'im," Applejack inquired with a confident smirk, "And if anythin', she's probably makin' out with him right now," she added with a chuckle.

"Oh, how wonderful…" Rarity said sarcastically, rolling her eyes.

"Somebody's _jealous~_!" Pinkie teased with a big smile.

"Hmph," the indigo haired scoffed in denial, turning her head away.

"Whatever the case," Sunset began, "I'm sure Rainbow's doing fine," she reassured, "Come on," she beckoned, "We got a winter break to get to!" she yelled, running off.

"Woohoo!" the party girl cheered with a hop of joy, bouncing after her friend while the others followed. From afar, three figures watched the girls all turn a corner.

 **EPISODE I PART III**

" _Dear Princess Twilight…_ " the amber skinned girl began to write on a blank page of her book with her purple pen.

"Still keepin' in touch with the Princess of Friendship, are ya?" Applejack guessed with her hands at her hips, while she walked beside her friend.

"Yeah," she replied, "Ever since the Battle of the Bands," she began, "I've been telling her all about how we're all able to use our Equestrian magic," she explained as she still wrote in the book, "without having to play our instruments," she added.

"To be honest," the cowgirl started to say, "I haven't used mah magic that much since then…" she confessed.

"Nor have I…" Rarity pointed out.

"Me too…" Fluttershy chimed in.

"Me three!" Pinkie exclaimed, halting herself as she landed back down, "How _did_ that work by the way?" she asked, turning around.

"Well," Sunset began, "the magic that Ben absorbed from the sirens as Feedback was given to all of us," she noted, "From what he told us, he somehow synthesized the Equestrian magic into our bodies," she explained, "Like it's now a part of our systems, or something…" she mentioned.

"Hmm…" the fashionista pondered with her right hand upon her chin, "We already know that we can 'pony up' whenever we'd like with the magic," she pointed out, "But there's something that still bothers me about it…" she admitted.

"What's that?" the red and yellow haired girl asked.

"Why do we pony up whenever we're playing our instruments?" Fluttershy responded in question, "It always happens so… spontaneously…" she noted.

"That's true," Applejack agreed, raising an eyebrow as she looked up to the ceiling, "At any rate, _we're_ the ones with the magic," she told the group, "And it's our job to make sure this here world's safe from evildoers and whatnot…" she added with a serious look upon her face.

"Not to mention spreading the magic of _friendship~_!" the puffy haired girl pointed out with a gleeful smile, causing the others to laugh.

"Pinkie's right," Sunset agreed, closing her book as she slid her pen onto it, "Like Rainbow Dash would say," she began, "who cares why it happens?" she asked rhetorically, "It's our job to make friends and get through high school," she noted with a grin, making the others do the same. Peeking out at them from the end of a row of lockers were the three former sirens: Adagio Dazzle, Aria Blaze, and Sonata Dusk. The former of the group was smirking as she observed the conversation the five girls were having.

"Um, why are we following them?" the ponytailed girl asked in a whisper.

"Isn't it obvious?" her pigtailed comrade asked rhetorically, "We're trying to figure out how those girls got their Equestrian magic," she told her, "Right, Adagio?" she questioned to her leader, who grinned with a small laugh.

"Right you are, Aria," she replied, "Before that _Ben Tennyson_ took away all of our power and gave it to them," she began to say in a spiteful tone, "they were able to use their Equestrian magic to protect themselves from our spell, and defeat us in the Battle of the Bands," she explained.

"Way to bring that up…" her light grayish fuchsia skinned ally said sarcastically, causing the puffy haired to glare at her.

"At any rate," she started to say, "I think that _book_ Sunset Shimmer has _might_ just be the key to figuring out how they got their magic…" she pointed out, noticing the hardcover in the girl's left arm.

"So… we steal it?" Sonata guessed.

"Exactly," Adagio responded, while unbeknownst to her and her comrades, a figure had spotted them from behind.

"Oh, there you are!" a voice cried out, catching the attentions of the five girls gathered together, causing them to turn and see vice principal Luna approaching them, with a folder tucked in her right arm.

"Uh, hi, Vice Principal Luna," the amber skinned girl greeted as she came up to them, "What's… going on?" she asked, somewhat nervously.

"I was hoping I'd run into you before you left for winter break," the school official replied as she held out the folder to the student, "These are Miss Dash's test results for the midterm exam," she told her as she took the file into her hands, blinking in surprise, "I'm guessing you already about her early vacation…" she added.

"O-Oh yeah…" the red and yellow haired girl stuttered in response, "I'll make sure they get to her," she promised, holding the folder close.

"Thank you," Luna said in gratitude with a grin, "Have a good winter break!" she added with a wave, departing as everyone left waved back.

"You too!" Pinkie exclaimed in farewell, swinging her right arm around in the air rapidly, while Sunset held the folder with a worried look upon her face.

"Oh dear…" Fluttershy uttered out of concern as she saw the file in her friend's hands.

"Should we… perhaps, sneak a peek?" Rarity suggested.

"Rarity!" Applejack yelled, "That's Rainbow's exam yer talkin' about!" she pointed out with an angered look.

"I wanna take a look!" the puffy haired girl cried out, jumping up and landing right behind the amber skinned girl, placing her hands on her shoulders, causing her to yelp in surprise, and almost drop the folder and her book.

"P-Pinkie!" she stuttered with an annoyed look on her face, while the party girl just smiled at her.

"Ah say we just leave the grade be," the cowgirl began, "and give it to Rainbow once she gets back," she advised.

"Yeah…" Sunset agreed, tucking the folder away in her left arm, where she had her book.

"Aw, come on!" the puffy haired girl begged, "Dashie won't know we took a peek!" she pointed out.

"But… those are her grades…" her shy friend mentioned, "She wouldn't us to do something like that…" she said.

"It's not like we don't know what they're likely to be," the fashionista added.

"Heh, heh…" Adagio chuckled from afar as she and her comrades watched the girls continue to argue over looking inside the folder, "Now's our chance to grab that book…" she noted, evilly tapping her fingers together.

"Yeah," Aria agreed with a grin. However, Sonata then took notice of something behind them, causing her eyes to widen in shock.

"Uh… girls?" she said, getting the pigtailed one's attention, making her groan out of annoyance.

"What is it this time, Sonat-?" She immediately halted her sentence once she turned around and saw what her ally was looking at, causing her pupils to shrink in shock. Their leader took notice of their unusual silence, causing her to raise her eyebrow in confusion.

"What's the matter with you two?" she asked, turning her head to face them, "We've gotta get that book while we have the-" She halted her sentence the moment she saw what they were looking at: Ben Tennyson, who had his arms crossed. "…chance…" she finished, looking as shocked as the other two former sirens were.

"Uh, hi," he greeted with a serious look upon his face, along with a wave of his right hand. The three girls glanced at each other for a moment with frightened expressions.

"We're leaving Rainbow's grade until she sees it herself," Sunset told her friends, "That okay?" she asked.

"Fine," Rarity agreed.

"Totally!" Pinkie responded with a gleeful smile.

"AAAAHHHH!" voices screamed in the distance, getting their attentions as they turned to see the former sirens running past them, all with scared looks on their faces.

"The… Dazzlings?" the party girl questioned out of surprise as she saw them turn a corner quickly.

"Wonder what got them all spooked…" Applejack noted, scratching the back of her head.

"I _wonder_ what they're still doing at CHS," Rarity added with her arms crossed.

"Same," a familiar voice agreed, catching all of the girls' attentions as they turned around, seeing the Omnitrix bearer standing there, "S'up?" he greeted with a small wave of his right hand.

"Ben!" they all exclaimed, with Pinkie lunging forward, embracing him tightly.

"It's been soooooo long!" she said, hugging him with all of her might.

"Er… yeah…" her friend agreed with a grunt, "I forgot how… backbreaking your hugs were, Pinkie…" he muttered out of pain, just before she put him down, allowing him to breathe.

"What are ya doin' here?" the cowgirl asked as she and the others came up to him, "Isn't Rainbow in yer universe?" she asked on.

"Yeah, she is," Ben responded, "But… she doesn't know that I'm here right now…" he added in confession.

"Why not?" the shy girl asked. Suddenly, the party girl gasped in shock as she realized something.

"Did you break up with her?!" she asked frantically, grabbing at his shirt, "Are you here to tell us that?!" she continued, developing a frightened look on her face while her friends watched on with scared expressions.

"Uh… no…" Ben stammered in reassurance as he saw her begin to tear up, "There's no way I'd break up with Rainbow," he promised to her.

"Huh…" she sighed in relief, letting go of his shirt and wiping away her tears, "Okay!" she said with a completely happy smile.

"But there's something I wanna talk about with you for a sec," the Omnitrix bearer told them, "It's important," he mentioned, with a serious tone in his voice. The girls all glanced at each other worriedly, wondering what was on his mind. Back in his universe in Undertown, Yokai, Corvo, and Fistrick were still gathered in the warehouse, with the latter of the group having his arms crossed.

"Corvo," he began to his lackey, "where'd you find this guy?" he asked.

"Uh, I saw him beatin' on some thugs down by the markets," he replied, "He's got some cool tech of his own that he used to pretty much break 'em," he added.

"Really?" his boss questioned, somewhat impressed, looking over to the masked man, "What's this tech you got?" he asked him.

"Microbots," he responded, letting the little machines come out of his coat and spread across the ground, causing both the brawny man and his minion to step back in surprise, seeing more flow out from the stranger's sleeves, "I'd offer to give them to you," he began, "if you show me your arsenal of Techadon weapons," he told him.

"All right, bro," he agreed after a moment of consideration. He then snapped his fingers, and the lights in the warehouse came on, revealing a plethora of alien armaments upon the walls, such as blasters, machine guns, grenades, battle suits, and even robot drones.

"A full set," Yokai noted, looking around the lit up area, "How impressive," he complimented.

"Got that right, bro," Fistrick responded, "This kind of stuff is so good, I can get rich just by sellin' one drone," he mentioned confidently, walking over to one of the sentries, knocking his left fist against it, "And though those micro-whatevers are pretty cool…" he admitted, "I don't how they can be of use to me, bro," he said. The masked man just looked back at him through his yellow eyes. Suddenly, an appendage formed from the little black machines on the ground, reaching up and grabbing a machine gun from the wall. It then came back down, handing the weapon off to the dealer before dematerializing.

"Whoa…" Corvo uttered in surprise.

"Huh, handy," his boss noted, "How does that work?" he asked.

"The microbots are controlled through merely my own thoughts," Yokai explained in reply, "I can manipulate them to do whatever I want," he added.

"A telepath, huh?" Fistrick guessed, "That kinda decreases the value since there're not many of those…" he noted.

"Oh, no," the masked man reassured, "You can control them too," he promised, making the brawny man raise an eyebrow in surprise, "Like I said, they're merely manipulated by just a thought..." he reiterated.

"So, if I want 'em to grab me some more guns, they just-?" Without warning, the little black machines formed two tentacle-like appendages going in separate directions towards the walls, the one on the left taking hold of a blaster rifle, while the other grabbed a pistol. They both came back and gave the weapons to the dealer, deforming back onto the floor. "Nice…" he uttered in satisfaction, "Anything else those things can do?" he asked, putting all of the armaments in his hands down. The microbots then gathered at Yokai's feet, pushing him up into the air as they formed a large pillar underneath him, much to the shock of Corvo and his boss.

"Transportation," he stated, "They also work well with construction and demolition," he added, jumping down as the objects assembled, giving him a soft landing on his feet, "Given your business, you could greatly benefit from using them," he mentioned. His new partner stared at him for a few moments before walking over with a grin, holding his right hand out to him.

"Bro," he began, "you got yourself a deal," he told him. The masked man grasped his hand with his own, shaking it firmly. Back at CHS in the other universe, the girls had just heard the story about Korra from Ben, having listened with shocked looks upon their faces.

"Th-That's awful!" Fluttershy stammered out of surprise, tearing up.

"I know," the Omnitrix bearer agreed.

"Rainbow told us Korra was gonna be out fer a while," Applejack began, "but we didn't know it was _that_ bad," she said, rubbing her forehead in disbelief.

"Well…" Pinkie started to say, "you could say she's goin' south in more ways than one~!" she joked, laughing nervously as everyone stared at her with blank looks on their faces, "Too soon?" she guessed, rubbing her left shoulder.

"Ya think?" the cowgirl asked sarcastically, causing the party girl to pull her beanie down over her face out of shame.

"So, does that mean Korra won't be able to help out the Omni Force?" Rarity inquired, getting a nod in reply from Ben.

"I thought she was gonna at least be able to move around out of her wheelchair after a month," he admitted, "and now it's been two…" he pointed out, looking down in depression.

"Don't feel bad about it, Ben," Sunset advised as she came over to him, placing her left hand upon his shoulder in reassurance, "The only ones you can really blame for this are the ones who poisoned her in the first place," she explained.

"You're right," he agreed, "Thanks, Sunset," he said in gratitude, causing her to smile.

"Um… so…" the shy girl began, "why are you here?" she asked curiously.

"Are y'all thinkin' that one of us could take Korra's place on the Omni Force?" Applejack questioned with a raised eyebrow, while both the fashionista and party girl looked on in surprise at him, as the latter of the two removed her beanie.

"Yeah, that's why I'm here," the Omnitrix bearer responded, "And I _know_ who I want to take her place," he added, looking at the amber skinned girl with a smile, "Sunset," he began, taking out an MPG from his right pants pocket, "think you'd be able to handle it?" he asked her. She blinked in surprise before stumbling back in shock.

"M-Me?!" she stammered, while the other girls just gasped in astonishment.

"You were one of Princess Celestia's students back in Equestria," Ben noted, "so I figured you'd know a lot about your magic and all…" he told her.

"B-But… I…" she stuttered, unable to speak coherently as she was overwhelmed by the sudden offer.

"Funny thing is, Sunset's never been to any other universe," the cowgirl mentioned.

"Really?" the Omnitrix bearer questioned out of surprise.

"We've offered to let her come with us to Ash's universe whenever Rainbow's heading there," Fluttershy explained, "But… she turns us down…" she said.

"I'm just… not ready to try and make new friends when I'm still an outcast at CHS…" the red and yellow haired girl admitted as she looked down in shame.

"You're not an outcast," Ben argued, "You're the one who saved us during the Battle of the Bands," he pointed out, causing her to look up at him, "That's what made you a hero," he added.

"Yeah!" Pinkie agreed, going over to the amber skinned girl and placed her left hand upon her right shoulder, "Plus, when we were down in the dumps before the finals, arguing with each other and whatnot," she mentioned, "you brought us back together!" she exclaimed.

"Darling, you've learned from your mistakes to help us," Rarity chimed in, "and we'd like nothing more than to see you help out others too," she added.

"We're behind ya all the way," Applejack assured with a thumbs up.

"Absolutely," the shy girl agreed. Sunset grinned, sniffing a little as she tried to fight back tears that were practically begging to roll down her cheeks. She knew that she had great friends at her side, always.

"Okay," she said, "I'll take her place," she told the Omnitrix bearer, causing him to smile.

"Woohoo!" Pinkie cheered with a jump. Everyone else grinned in delight, knowing that their friend could be depended on.

"Well, first things first," Ben said, handing the MPG off to the red and yellow haired girl, as she took it in her right hand. Its center then blinked a bright green, and then suddenly began shining a bright light up and down her body, causing her to step back and yelp in surprise before it finished.

" _ **PLEASE PLACE FINGERPRINT UPON MPG CENTER,**_ " the device advised. The amber skinned girl blinked for a second, and then did as told, placing her thumb on the glowing center of the gadget. " _ **IDENTITY CONFIRMATION REQUIRED,**_ " it stated, causing her to raise an eyebrow.

"Uh… Sunset Shimmer?" she responded to it.

" _ **CONFIRMED,**_ " it stated, " _ **IDENTITY: SUNSET SHIMMER,**_ " it continued, " _ **DESIGNATION: MAIN MEMBER NUMBER ELEVEN,**_ " it finished.

"Eleven?" the red and yellow haired girl questioned out of confusion, "I thought I was replacing Korra…" she noted with a raised eyebrow.

"Yeah…" the Omnitrix bearer replied, also surprised, "I could've sworn I erased Korra's data file from the MPG," he added, "Must be some… memory bank in the system… or something…" he guessed.

"Whatever the reason," Applejack began, "Sunset's a part of the Omni Force!" she exclaimed, as the other girls cheered and clapped in excitement, causing her to sheepishly smile.

"You sure you don't wanna be a part of the team?" she asked the girls.

"Nah, we're good!" the party girl responded, along with nods of agreement from Rarity and Fluttershy.

"Do your best, darling," the fashionista told her.

"Say hi to Rainbow for us," the shy girl added.

"I will," the amber skinned girl promised, putting her MPG in her jacket pocket while Ben took out his own, activating it as a holographic screen appeared. After scrolling through its index for a few moments, he tapped an icon, and suddenly, a green portal appeared in the middle of the hall, just before them.

"Ready to go?" Ben questioned.

"Sure, just one sec," the red and yellow haired girl replied, going over to her friends, who then gave her a big group hug.

"We're gonna miss ya…" the cowgirl told her.

"I'll be fine," she reassured, "Both Rainbow and Ben are gonna be there for me," she added. She let go of her friends and ran over to the Omnitrix bearer, who walked into the portal first. From afar, the Dazzlings peeked out of a corner to see Sunset walk into the vortex as well, and it then disappeared in a flash of green light.

"Wh-What was… that?" Adagio questioned with a stutter.

"So… whatcha' want, bro?" Fistrick asked Yokai, back in his warehouse down in Undertown in the alternate universe, "Anything you want," he added, "Just name it," he said, rubbing the fingers on his right hand together.

"All of it," he responded bluntly, much to the dealer's surprise as he blinked, along with his minion.

"Uh… what was that, bro?" he asked, "I thought I heard you say-"

"I want all of your arsenal in exchange for my microbots," the masked man interrupted. His partners glanced at each other for a moment, and then began to laugh out loud, echoing throughout the building as their buyer didn't even appear to react.

"Heh, heh…" the bulkier of the two chuckled, "Listen, bro," he began, "your micro-whatevers are awesome and all," he complimented, "and definitely could be beneficial to society and whatnot at a high price," he admitted, "but I ain't tradin' my entire stash of Techadon tech for 'em," he declared, crossing his arms with a serious look upon his face.

"So they're that valuable…" Yokai guessed, readying his hands as the little black machines crawled about around his feet.

"Oh, yeah," Fistrick responded, "If you got five millions Taydens and those things of yours," he started to say, "I might strike a big deal with you for all this stuff," he told him.

"That must mean they're pretty powerful," he inquired.

"Definitely, bro," his dealer replied.

"Heh," the masked man laughed as the microbots began to rise up from the floor, "That's all I needed to hear…" he muttered. He then threw his hands out, and all of a sudden, more of small objects burst through the windows of the warehouse, much to the shock of the brawny man and his lackey as they both gasped upon hearing the shattering glass and seeing the huge amount of entities in the building. The little machines swarmed over all of the Techadon products, crushing them into pieces, causing red lights to shine beneath them after the weapons were destroyed.

"Bro, that's my stash!" Fistrick shouted out of anger, as the light from the razed weapons flowed into Yokai's trench coat, coursing within one of the canisters, which was almost full, "Oh, you are so gonna get it!" his dealer declared, charging out at him, readying his right fist. Suddenly though, a group of microbots gathered together and sprang out at him like a metal pole, striking him in the face, and knocking him down to the ground. "Ugh…" he groaned in pain.

"Don't get in my way," his enemy advised to both him and his minion, the latter of whom then fled out of fear. Suddenly, with the sound of a click, the first canister was completely filled, sealing itself off as the microbots began to fill the container that was next to it. "That's one down…" the dark clothed man uttered as his mask indicated that the first canister was filled. The black objects continued to pull in more of the red light, while the brawny man sat up, rubbing his head out of discomfort. He then looked to see the amount of light the little machines were reeling in from his entire arsenal of weapons.

"H-Hey, knock it off!" he commanded, "Stop!" he ordered, but none of the entities even slowed down, still gathering light into the trench coat of his enemy, "Why aren't they listening to me, bro?!" he asked frantically.

"Truth be told," Yokai began, "you were never in control of them," he replied, "They are controlled through thoughts," he pointed out, "but only by _mine_ ," he added.

"H-How?!" Fistrick stuttered in shock, "Are you really some kinda telepath?" he questioned, sweating nervously.

"Not exactly," the masked man responded, "This mask is integrated with a neuro-cranial transmitter, which sends out my commands to the microbots," he explained, "You were too easy to fool thanks to that…" he mentioned.

"What?!" his dealer shouted angrily. Suddenly, the last of the light went into his trench coat, but no second click was heard.

"Gah, that's it?!" he exclaimed angrily, much to the surprise of the brawny man as he stood up, stepping back as he was prepared to make his escape. Yokai took notice and threw his right arm out, and all of a sudden, the microbots surrounded and swirled over the criminal, trapping him in an encasing of the objects, that went up to his shoulders.

"Ergh!" he grunted, squirming and struggling to try and free himself, but to no avail. The masked man then had the microbots bring him over to him, clenching his right fist tightly as he was brought to his eye level.

"Now, I'll ask you this once," he began in a threatening tone, "where can I find more of this tech?!" he shouted, causing Fistrick to stammer incoherently out of fear, knowing his life was now at risk. Meanwhile, back at Plumber HQ, Rainbow was pacing back and forth throughout the monitor room, while Rook just watched on from his seat with a blank look plastered upon his face.

"I highly doubt that Ben would not tell you without a good reason," he told the rainbow haired girl.

"Well, he left!" she retorted, halting herself from walking back and forth anymore, "And I've got no idea where he is," she added, crossing her arms out of frustration.

"Have you not tried to track him with your MPG?" the Revonnahgander asked, causing her to blink in surprise.

"Ugh…" she groaned in agony, smacking herself in the face with her right hand, "Stupid…" she muttered to herself, pulling out her device from her jacket with her left hand, "And to think I'm spending my vacation time here…" she added as she activated the contraption in her hand, letting the holographic screen appear over it.

"Speaking of vacations," the alien Plumber began, "that is another reason why we need you here," he noted.

"Huh?" Rainbow said, confused as she cocked her head to the side.

"I am planning on taking a leave of absence to visit my family back on Revonnah," Rook explained.

"Oh, cool!" his partner responded, "Not to mention, there's that _girlfriend_ of yours~," she teased, causing him to blush profusely as he stood up from his seat at the monitor.

"Rayonna, yes…" he replied sheepishly, "I am eager to visit her as well," he added, then took notice of the rainbow haired girl's holographic map over her MPG, "Have you located Ben yet?" he asked.

"Um… I think he's-" Her sentence was interrupted as all of a sudden, a green portal appeared before her and the Revonnahgander, making them both jump back out of surprise. Just then, the Omnitrix bearer emerged from the vortex, walking over to them.

"Hey, guys," he greeted, "Sorry I ran off earlier," he apologized.

"Oh, no prob, babe," his girlfriend reassured, "But where'd you go?" she asked.

"I'd like to know where you went too," an old voice chimed in from afar. The group of three then turned to see Max Tennyson approaching them, coming up the stairs with Magister Patelliday beside him.

"Hey, Grandpa," his grandson welcomed, "I was just-"

"Ben," he interrupted, "you can't just leave this universe whenever you want without my permission," he told him, "I know you're the leader of the Omni Force and all," he continued, "but things've gotten a little hectic as of late," he kept going, "and we're gonna need your help," he finished.

"Well, help's arrived," the Omnitrix bearer assured, looking back at the portal, "I got a replacement member for Korra," he said to the group.

"What?" his grandfather questioned out of surprise, blinking for a moment.

"Who?" Rook asked. Suddenly, a foot stepped out of the portal, catching their attentions.

"Rainbow and I already know her pretty well," Ben mentioned, "but I guess I oughta' introduce you anyways…" he noted, scratching his left check with his index finger sheepishly as the figure fully came out of the portal, "Everybody," he began, "this is Sunset Shimmer," he introduced as the red and yellow haired girl walked over, with her skin now being fully Caucasian. The Revonnahgander and the rainbow haired girl both gasped at the sight of her.

"Um… hi there…" she greeted nervously, waving her right hand.

 **END**

 **Oh boy! That's one episode down, two to go! Now the next chapter's gonna feature Sunset's abilities with her Equestrian magic, and some new tech that she'll be sporting. Plus, our heroes are finally gonna meet with Yokai! Get excited.**

 **Now, before we head into the sneak peek, I should let you guys know that I reposted the poll for which story sneak peek you'd like to see. I figured that people had a tough time choosing between two or three stories for their top choice, so I recommend that you choose your top three picks out of the seven listed. By the end of Episode II, I'll have another story to sneak peek!**

 **You'll also notice that "Evolution" isn't on the list of stories anymore. That's because it's the sneak peek I'm previewing for you guys today! Keep in mind, that this isn't a story that's complete, or will be completed any time soon. However, it will come out in 2016 when the time's right. So without further ado, here's a sneak peek of the Legend of Korra/Generator Rex crossover of "Evolution"!**

 **SNEAK PEEK**

 **"GAH!" Rex yelped as he found himself up against the cliff, upside down, "Ugh…" he groaned in pain, falling to the ground in a heap as his arms deformed from the Smackhands.**

 **"What do you think you're doing here, Rex?" his ex-girlfriend asked as she approached him, readying her armor as she bent out blades from the metal on her arms.**

 **"Ergh…" he grunted, "Just trying to stop my old girlfriend," he said jokingly, "And also take her back to her cell in Zaofu," he added, forming the B.F.S. over his right arm, pointing it at her. She sighed deeply, letting her own blades retract.**

 **"You're wasting your time…" she muttered, waving her arm. Suddenly, the evo felt his build begin to tremble as it started moving uncontrollably.**

 **"Wh-Whoa, oh!" he stammered in surprise as it sliced through the trunk of a tree and then a rock, with the former of the two about to fall onto him. He shut his eyes, ready to brace for impact. However, he then heard two separate thuds afterwards, causing him to look up and see that his weapon had cut the remainder of the large sapling in half, with both pieces lying on opposite sides. He reformed his right arm, rubbing it at the wrist with his left hand. "Uh, thanks," he uttered in gratitude, seeing her about to walk off.**

 **"Don't follow me," she advised, leaving the area.**

 **"Hey, you're the one who broke out of prison!" Rex pointed out, "I'm just trying to get you back!" he told her, causing her to stop and take a deep breath through her nose. She then turned around, facing her ex-boyfriend. "So, we gonna talk?" he questioned, "Or are you just swing me around like a rag doll some more?" he guessed.**

 **"Huh…" Kuvira sighed, "I'm on my way to stop Ryuto," she told him.**

 **"Ryuto?" he questioned with a raised eyebrow, "You mean the guy who just blew up half of the construction in Republic City?" he inquired.**

 **"Yes," his ex-girlfriend replied, "He was one of my head scientists in the development of the spirit cannon and the colossus alongside my ex-fiancée," she explained.**

 **"No kidding, huh?" the evo guessed, then blinked, "Wait, ex?" he asked, somewhat confused. Suddenly, the earth rose up against his right foot, causing him to stumble back and fall over with a yelp. "Ow…" he uttered.**

 **"Pay attention," Kuvira advised sternly as her enemy stood back up, "Since he's the one who's 'revived' the Earth Empire," she began, "it's my job to put a stop to any more of his plans," she explained, "It was my mess to begin with," she added.**

 **"On your own?" Rex questioned, running over and grabbing her by the left arm, "Yeah, like I'm gonna let that happen," he said sarcastically before she yanked her arm away from his grasp.**

 **"Don't try to stop me," she told him, "I'm doing you a favor," she noted.**

 **"What makes you think we can't handle it ourselves?" her ex-boyfriend asked, getting no response as she looked away, "Kuvira, please," he pleaded, "I wanna put a stop to that guy too," he told her, placing his hands on her shoulders, "And if you could give us some intel on him," he continued, "we can take him down easier," he said, "You won't have to do this…" he added, "It's our job now," he stated. The metalbender just looked back at him amidst the light shining off of the full moon, developing a somber expression before moving her head down.**

 **"Rex… I-" Suddenly, a burst of flames was about to rain down onto them, causing them to jump away to opposite sides in order to avoid it.**

 **"Rex, are you all right?!" a familiar voice cried out. The evo then stood up, along with his ex-girlfriend, seeing Ash standing there with Pikachu upon his left shoulder, and Charizard at his left side, with his tail flame burning brightly.**

 **"Kuvira!" another voice exclaimed. Out of nowhere, Korra leapt up and landed in front the former dictator, sending dust and dirt flying across the area. Once it cleared, a plethora of Metal Clan soldiers gathered with the Avatar, including Suyin, as they all readied the metal cables upon their belts. The South Pole native then bent out water from the sacks strapped to her back, freezing them into ice blades over her arms. "Give up, Kuvira," she advised, "You're outnumbered," she stated as the Pokémon trainer and his team landed onto the ground, with the boy sparking in his lightning cloak. The metalbender looked back at her ex-boyfriend, who put his hands up in a placating manner.**

 **"I swear, I didn't know they followed me!" he told her.**

 **"Of course…" she responded sarcastically, getting herself into a battle ready stance, preparing to face off with the army of soldiers that stood against her.**

 **END**

 **Exciting, right?! I bet you're also curious as to how Rex and Kuvira's relationship works out in the future, considering I have an OC kid for them. Well, you'll get to find out later. Until then, keep on voting for your favorite story!**

 **Next chapter should come around by Wednesday or Thursday, depending on how my preparations for college go. Until then, see ya!**

 **QUOTE:**

 _ **If it's all the same to you, I'm staying out of this love… rectangle mess…**_

 _ **~Sunset Shimmer,**_

 _ **To Rainbow in Fight At The Museum**_


	4. EPISODE II PART I

**Hey everybody! Hope you're all excited for Episode II of "Outlook", because we're gonna be getting right into it! By the way, I hope you guys liked the sneak peek I gave you for "Evolution", since it's probably gonna be one of the first fanfics I'll work on for 2016. Anyways, we left off with Yokai threatening Fistrick, and Sunset Shimmer arriving in Ben's universe! Let's pick things up!**

 **OUTLOOK**

"Um… hi there…" Sunset greeted nervously with a small wave of her right hand. Rook stared at her in surprise, as he didn't expect his partner to get a replacement such as the girl that stood before him. But he kept on looking at her with the same, shocked expression, while Rainbow developed a smile her face.

"Sunset!" she exclaimed, dashing over and embracing her schoolmate.

"Rainbow?" she questioned in astonishment, "Is that… you?" she asked, surprised by a trait on the rainbow haired girl.

"Duh, of course it's me!" she responded, "Who'd else have this trademark hair?" she asked rhetorically, brushing it aside to show it off.

"Well, it's just that… your skin is so… different…" the red and yellow haired pointed out to her.

"Oh, yeah," she realized, looking down at her legs, "I guess it's a trait back in our world, since here our skin's pretty normal…" she explained, rubbing her chin with her right hand, "Besides, you got it too," she mentioned, causing her friend to blink in surprise before looking at her hands.

"Whoa…" she said, widening her eyes in shock.

"When Dash uses her magic," Ben began, getting her attention, "she gets her blue skin," he noted, "so I think the same goes to you," he finished, smiling. She grinned back, and then noticed the Revonnahgander approach them, with a somewhat nervous look on his face.

"U-Um… hello…" he greeted with a stutter, clearing his throat with a cough as he attempted to speak more cohesively, "M-My name is-"

"Rook," his partner finished for him, easily detecting his stammering voice, "He's my partner here," he told Sunset.

"Well, hi there," she greeted, holding out her right hand to the alien Plumber, "It's nice to meet you," she said with a warm smile. Something about her expression caused him to be unresponsive for a moment as he stared at her in wonder, but he immediately shook off his thoughts, taking her hand with his own and shaking it.

"Likewise…" he uttered, still infatuated by her smile, "Ben, she is from Rainbow's universe?" he questioned, raising an eyebrow.

"Technically, yeah," the Omnitrix bearer responded, "But she's not from that dimension," he mentioned.

"Beg pardon?" Patelliday chimed in, puzzled.

"What do you mean by that?" Max asked, placing his hands upon his hips.

"Uh, you see…" the red and yellow haired girl began, letting go of Rook's hand as she came over to them, "I actually used to live in Equestria before I went into the dimension of humans," she explained, much to their surprise.

"So, you're sayin' you were a… uh…" Patelliday started to realize, as both he and the other Magister were in shock.

"A pony, yeah," Ben finished for them, going over and placing his left hand on Sunset's right shoulder, causing her to smile. Their mouths gaped open in disbelief, especially Rook's, after what he had experienced in meeting the new girl for the first time.

"It's… a little weird, I know…" she admitted, pivoting her left foot against the floor nervously, "but I've been able to learn a lot about human culture since then," she pointed out, "and I know a lot about Equestrian magic," she added.

"She… is a pony…" the Revonnahgander uttered, still shocked. He then received an elbowing from Rainbow, causing him to cringe in pain as he rubbed him right arm.

" _Was_ a pony, Rook," she told him, "She's one of our friends now," she mentioned with a smile.

"And she's got a lot of experience with Equestrian magic," her boyfriend added.

"Well, I wouldn't say 'a lot'…" the red and yellow haired girl admitted modestly, "But yeah, I can totally help you out," she promised.

"So… Sunset here's going to be taking Korra's place during her rehab?" Max guessed.

"Yep!" his grandson responded, "I think she's gonna make a great teammate," he said confidently, making her smile.

"Totally!" the rainbow haired girl agreed, running over and placing her arms around them, "We're gonna be the best team!" she declared, pumping her right fist, "Ain't that right, Rook?" she asked the alien Plumber.

"Uh… y-yes," he stammered in agreement, "I-I think we will make a formidable unit…" he added.

"You feelin' all right, partner?" Ben asked, "Seems like you're a little out of it…" he pointed out.

"Uh… my mind… is on other matters at the moment…" the Revonnahgander told him, "I am going to be on leave soon," he mentioned.

"Oh, yeah," his friend realized, "Guess I kinda forgot…" he admitted, rubbing the back of his head sheepishly with his right hand.

"You know…" the Piscciss Volann began to say, "maybe Miss Sunset Shimmer might just be the one to test out that new tech we got from the Rooters," he suggested.

"The Rooters?" the Omnitrix bearer questioned, surprised along with his girlfriend and alien partner.

"Good idea, Patelliday," Max agreed, crossing his arms, "As long as we've got the okay to use it," he continued, "things should be fine for Sunset," he noted.

"Whoa, whoa, whoa," Rainbow chimed in, holding her hands in a placating manner, "You guys got tech from the _Rooters_?" she questioned, "The same guys who tried to kill my boyfriend?" she asked on, much to the shock of the red and yellow haired girl.

"That's right," the alien Magister responded, "Once all of their Plumber property was returned, we took hold of it," he explained, "And now we're seein' if we can put some good use to that tech," he added.

"The _former_ Proctor Servantis invented something that we think could help out your new teammate," Max mentioned.

"Are you… sure about that Grandpa?" his grandson asked, "I mean, it is the Rooters… so…"

"No need to worry, Ben," Patelliday reassured as he interjected, "We'll have our best and brightest make sure it's safe for 'er," he promised.

" _That's_ what I'm afraid of…" the Omnitrix bearer retorted, causing his girlfriend to chuckle.

"Come on," the human Magister beckoned, heading down the stairs, "We're goin' to the lab," he told them, with his Piscciss Volann partner to follow. His grandson, Rainbow, and Sunset went on after them, leaving Rook behind as he was staring at the new girl once again.

"Hey, you comin' Rook?" Ben questioned with a raised eyebrow, making him shake his head for a moment as he came back to his senses.

"Eh, yes," he responded, "I will be with you shortly," he promised as his partner shrugged, heading off with the girls, "Guh…" he groaned in frustration, blushing slightly, "Not cool, Blonko…" he reprimanded to himself, jogging after the group.

 **EPISODE II PART I**

Back in Undertown at the warehouse, Fistrick was still being held captive by Yokai, with the microbots surrounding the former's body up to his shoulders, preventing him from escaping.

"Gah…" he grunted, trying to squirm his way free of the little black objects, but to no avail.

"I'm not going to ask again," the masked man stated as he loomed over him at a greater height, "So tell me where I can find more of that Techadon technology!" he demanded, as the machines began to grip the black market dealer more tightly, causing him to cringe.

"B-Bro!" he cried out, "Th-That was my entire stash!" he stammered, "If you want more, you're gonna have to go to the weapon masters of-!"

"I don't have time for _that_!" his captor interrupted, having the microbots hurl him down towards the ground, which he banged against and rolled across before coming to a stop, lying on his stomach.

"Agh…" he groaned in pain, pushing himself off of the floor while Yokai came over, using the little machines to move to the brawny man, "Bro, I can make you a deal…" he offered out of fear, causing him to stop for a moment while he loomed over him, "Just hear me out…" he pleaded, "I'll get you a ship, and get you to Techadon so-!"

" _Enough!_ " the masked man interjected angrily, with his little black devices crawling around even more wildly, rising off of the ground, much to the horror of Fistrick as he stood up, backing away from his enemy, "I told you," he began, "I don't have time for silly space trips!" he yelled, approaching the punk dressed man as the bots followed, "I want that tech _now…_ " he demanded, as the microbots began to shift into multiple spears, all aimed at the black market dealer. He trembled in fear, knowing his life was at risk once he saw his adversary stick his hand out. Suddenly, a beam of red light came by, striking him in the shoulder, making him stumble back while his small machines began to falter, with the spears falling apart. Another beam hit him again on the left arm, causing him to fall down, along with the dark objects. The brawny man looked back to see Corvo standing there with a laser pistol in his hands, with smoke coming out of its end as he had fired the blasts from it.

"Boss, run!" he cried out, while the dark clothed man was getting himself back up. The punk dressed man leapt out of the way as his foe lunged forward, heading after the lackey. He fired a few more blasts at him before running off into the darkness of the warehouse, with Yokai to follow.

"Corvo…" his boss uttered in disbelief as his minion was now the bait. He turned away out of frustration, sprinting away. "I owe you one, bro…" he said to himself as he heard the sounds of more blasts along with the continuous crawling of the microbots. He then took out a smartphone from his pocket, ready to dial in a number for help.

"Ergh!" Blukic and Driba grunted as they struggled to carry a rectangular box over to the Omni Force members and Magisters.

"Whoa, they're Grey Matters!" Sunset noted with an enthusiastic look upon her face as she placed her hands on her knees, observing them closely.

"Don't… get too excited, Sunset," her rainbow haired friend advised, "These guys aren't as bright as Ben is," she told her.

"Huh?" she uttered out of confusion with a raised eyebrow, "What do you mean?" she asked.

"When it comes to Blukic and Driba," the Omnitrix bearer began to say, getting her attention, "they're not the best Galvans in the business…" he noted as they struggled to hold the containment any longer.

"I heard that!" the plumper of the two yelled, "Whoa!" he yelped suddenly, falling down as the box was crushing his hands against the floor, "Blukic!" he cried out, "Help!" he pleaded in pain. His tall partner pulled the box away, allowing him to get his fingers out from under it.

"You okay, Driba?" the cap wearing alien asked, "Ah didn't mean to do that…" he added.

"Yes, you did!" his partner argued.

"Did not!" Blukic retorted.

"Did so!" Driba screamed, while everyone else was staring at them with blank looks, annoyed by their bickering.

"Did not!" the taller Galvan yelled.

"All right, that's enough," Max ordered, putting his right hand up to his forehead in agony as they finally stopped arguing, "Huh…" he sighed, "You gonna show us the invention, or not?" he asked rhetorically, causing them to glance at each other.

"Uh, right…" Blukic responded, pressing something on the side of the containment, making it then split into two separate halves at the top, with steam billowing from the perfectly lined cleft in the center. They then moved to opposite sides, revealing what was inside as the mist cleared. There was a belt inside, with a red buckle that was similar to the ones the Galvans had on. However, unlike theirs, this belt was bigger and was colored in red instead of white, and also seemed to be equipped with packs upon it. Along with that, there was a pair of glasses inside, having a red outline and clear lenses, shaped in the form of sport sunglasses.

"Ooh!" Rainbow said in awe, as her friend picked up the set of eyewear.

"So… what is this?" she asked, holding them up to her face while she looked down at both small aliens.

"Well, we didn't get an official name for 'em…" Driba admitted as he rubbed his chin, "so for now, we're calling them… uh…" he stammered, unsure of what to say.

"Proto-Glasses!" his taller companion chimed in suddenly, easily coming up with a name to save his partner the trouble.

"Proto-Glasses?" Rook questioned with a raised eyebrow.

"Oh, yeah!" the rainbow haired girl realized, "Servantis invented your Proto-Tech armor, right?" she guessed with her hands at her hips.

"Uh, indeed," the Revonnahgander replied, looking over at Sunset as she placed the glasses over her eyes, "I believe it was… uh… made… uh-" He stopped his sentence the moment he saw her turn around and face him and the rest of the group with the eyewear upon her. To him, she looked so alluring and attractive that he couldn't even turn away as he blushed profoundly.

"How do I look?" she asked nervously, twirling a strand of her red and yellow hair as the alien Plumber regained his focus, looking away from her.

"Whoa-ho-ho!" her friend exclaimed, "Those look sweet on you!" she complimented.

"Yeah, they're great," Ben agreed, while his partner had his head turned elsewhere, "But… what can they do exactly?" he asked, raising an eyebrow in confusion. Suddenly, bright green icons started appearing upon the lenses, causing the wearer to jump back and yelp in surprise.

"Whoa, what's with the graphs and charts?!" she cried out, quite shocked.

"Ah, the glasses automatically activate once they're on someone's head," Blukic explained.

"They also let you search up alien data files on the extranet!" Driba pointed out.

"Cool!" Sunset responded, with the icons on her new Proto-Glasses disappearing soon after, "Anything else?" she inquired.

"Of course!" the plump Galvan responded, walking forward, "On the left side of the glasses, there should be a few buttons that allow you to perform various functions with them," he explained, "Those include scanning, x-ray and thermal vision, camera, and a sunglasses mode," he listed off as she flipped through each function, one at.

"Wait, sunglasses?" the red and yellow haired girl questioned, surprised as she only felt three separate buttons on the left side of the eyewear.

"It should be a button on the right side," the taller of the two 'genius' aliens pointed out to her. She then moved her right hand up and pressed the lone button that she was told of, and suddenly, the lenses of the Proto-Glasses became darker, much like sunglasses.

"Whoa…" she uttered in disbelief, looking around.

"That… is… AWESOME!" Rainbow exclaimed, "Those glasses look like they rock!" she complimented.

"They sure do," her boyfriend agreed, "What do you think, Rook?" he asked his partner, who turned his head back, blinking in surprise.

"Uh, yes," he stammered, "She looks-I mean, _they_ … look quite… resourceful," he stuttered, interrupting his own sentence as he blushed profoundly, much to the confusion of the Omnitrix bearer while he raised his eyebrow.

"I thought all the functions were activated were activated on the left side of the glasses…" Driba noted, rubbing his chin.

"You probably just forgot about it," his tall partner suggested, crossing his arms.

"No, I didn't!" the plump Galvan argued.

"Yes, you did!" Blukic retorted.

"Did not!" Driba yelled.

"Did so!" his partner shouted.

"Ugh…" Max groaned, putting his right hand up to his forehead as he had enough of their insufferable arguing, "Aren't you two gonna show her the _belt_?" he asked impatiently, placing both of his hands at his hips.

"Oh, right," Blukic realized, going over to the box and grabbing the girdle, taking it out and handing it off to the red and yellow haired girl. After looking at it for a moment in wonder, she put it around her waist, fastening the buckle as its center began to shine a bright red light. She then deactivated the sunglasses mode of her eyewear, pulling them off of her eyes.

"So, what's the belt for?" she asked curiously.

"I bet it's not a _fashion statement_ …" Rainbow guessed, crossing her arms.

"To _Rarity_ , anyway," Ben added, causing his girlfriend and her friend to both chuckle in agreement.

"Allow me," Patelliday chimed in, going over to Sunset, You're gonna wanna tap that red dot on the buckle there…" he explained to her. She nodded in response, using her right index finger to press down the button upon the buckle, causing it to begin blinking brightly. All of a sudden, armor started to expand all over her body from it, making her and everyone else around jump back in surprise. It looked a lot like Rook's Proto-Tech armor, only hers was red where his was navy blue. Reaching up to her neck, it finally ceased morphing over her body, allowing her to look it over, seeing that her armor covered herself.

"Whoa…" she uttered in absolute shock. Both the Omnitrix bearer and the rainbow haired girl were wide eyed with stunned looks on their faces. But they both paled in comparison to the Revonnahgander's, as his jaw looked like it was about to go down to the floor while he was left in disbelief.

"Wh-Wh-What is… that?" he stammered in question, trembling as he pointed at the girl with his right index finger, while he began to blush again.

"Proto-Tech Exo Armor," the Piscciss Volann responded, crossing his arms, "Proctor Servantis designed it as a means to make any Plumber more efficient in the field," he explained.

"What do you mean by that?" the red and yellow haired girl asked.

"It enhances the wearer's physical abilities to a great extent," Driba began in reply, "allowing Sunset here to fight more easily," he told them.

"Basically he's sayin' she's stronger, faster, and tougher with that armor on," Blukic added in a much easier sense.

"I take it _way_ back," Rainbow chimed in, "That armor _is_ a fashion statement," she stated, crossing her arms.

"No kidding," her boyfriend agreed, "What do you think, Rook?" he asked his alien partner, who was still staring at the red and yellow haired girl with a shocked look on his face, "Uh, Rook?" his friend uttered with a raised eyebrow, snapping his fingers, "You all right?" he asked. The Revonnahgander blinked for a moment, before shaking his head, regaining his composure.

"Uh, yes," he stammered, "The armor looks… very useful…" he managed to say while blushing again, "But… are you sure it is safe for her to use?" he asked the two Galvans, "I doubt that you have tested it… so…"

"That's why we're testing it today with her," Max chimed in, "As strong as Sunset might be, there's gonna be a time where her magic won't be working," he noted, "So, she's gonna need this as a means of protection on the battlefield," he pointed out.

"Uh, of course," his Plumber agent responded, with his face turning a bright red.

"How come you guys aren't making any more of these… Exo Armors?" the rainbow haired girl asked.

"Eh, it's a complex piece of equipment," Patelliday replied, "Servantis' blueprints aren't that easy to grasp," he continued, "and it's powered by somethin' pretty rare," he added.

"What would that be?" Ben asked, raising an eyebrow.

"Xenothium," his grandfather responded, causing his eyes to widen in shock, "I know when you were with the Titans, you had run in with someone who used that same element for power," he mentioned to his grandson, who nodded in response with a serious look on his face, "Fortunately, the Exo Armor's supply is stable, and not highly dangerous as the one you remember," he pointed out in reassurance.

"That _still_ doesn't mean I'm not gonna be worried…" the Omnitrix bearer admitted, crossing his arms while his girlfriend and his new teammate both looked at him worriedly.

"Anyways," the Piscciss Volann chimed in, "we should head down to the testing facility to see if that armor's really legit," he noted.

"Right," his fellow Magister agreed, walking with him, Blukic, and Driba out of the laboratory. Sunset and Rainbow followed, trotting beside each other as they chatted.

"How's the armor feel?" the latter of the two asked.

"A little weird…" the red and yellow haired girl responded, "But it fits just fine," she said, "I'm _really_ looking forward to being on the Omni Force with you, Rainbow," she confessed with a big smile.

"Same here," the rainbow haired girl replied, grinning as well. Her boyfriend and his partner stayed behind for a moment, with the former turning to face him.

"Rook, is everything all right?" he asked, getting his attention, "You seem a little out of it…" he admitted.

"I-I am fine…" he stammered, "I have just been thinking about my family and Rayonna recently, since-"

"Vacation, yeah," the Omnitrix bearer interrupted in realization, folding his arms behind his head, "Well, I'll meet ya there," he said with a, waving goodbye as he headed off after his teammates. The Revonnahgander stayed behind for a moment, sighing deeply again.

"Relax, Blonko," he advised to himself, "Do not be infatuated with someone who used to be… a pony…" he reprimanded, "You already have a girlfriend," he recalled, developing a stern look on his face as he followed after his partner. Moments later, everyone but Sunset was gathered in the monitor room that overlooked the training grounds, which was a large area with pillars stacked around. The red and yellow haired girl was out in the middle of the room, still in her armor as her Proto-Glasses were upon her forehead.

"I can't believe Servantis found a way to use Xenothium for _practically_ the same thing Robin used it for," Ben pointed out, crossing his arms.

"Don't worry yourself, Ben," Patelliday reassured, "The armor's Xenothium is completely stabilized and safe," he told him.

"And that makes it all the more powerful," Max noted, getting his grandson's attention as he then pressed a green button on the control panel, "Sunset," he began, catching her attention as his voice boomed over a loudspeaker, " _you ready?_ " he asked.

"Uh, yeah…" she responded nervously, putting her eyewear over her eyes, "I'm ready to go," she declared, standing up tall.

" _All right,_ " the human Magister said through the microphone, " _We're gonna start you off at Level One,_ " he began, " _just so we can see how capable the Exo Armor is,_ " he explained.

"Got it," she replied, readying herself as she clenched her fists. In the monitor room, Max pressed a few more buttons, and then flicked a switch, causing three panels on the wall behind her to open up, making her turn around instantly to see drones come out of each hole, with six in total hovering before her. They were shaped like discs, white and black in color, and each had two laser guns upon their sides.

"Ooh, cool!" Rainbow exclaimed, pressing her hands against the glass of the window in the monitor room as she looked down at her friend, who was about to begin her training, "How come you've never let me try this, babe?" she asked her boyfriend, who sighed.

"Well, you never ask…" he muttered in reply, causing her to puff her cheeks in annoyance.

"Here we go," Max said, getting their attentions before he pressed a red button on the panel before him. Suddenly, one of the drones shot a green laser beam from its left blaster, striking Sunset on the left arm before she could react.

"Eep!" she yelped in surprise, but saw that the beam did nothing to her armor. Just then, the other drones began firing down onto her, making her fall back and run behind one of the pillars for protection, breathing heavily in fright.

"Uh oh…" the rainbow haired girl uttered in worry, while the Omnitrix bearer developed a concerned look as well, but not as much as his partner's, who was seemingly quite panicked.

"Perhaps we should end this test," he instantly suggested, going over to both Magisters.

"Now hold on, Rook," Patelliday advised, while everyone else looked back at him in surprise, "The Exo Armor's got Sunset there _all_ protected," he reassured.

"He's right," Driba chimed in as he held a small tablet in his hands, below the Revonnahgander, "The armor's handled every blast those drones've shot," he pointed out as he was looking at a scan of the armor itself on the training floor.

"Defense capabilities at a hundred percent capacity," Blukic mentioned, seeing the device in his partner's hands as well.

"Now we oughta' see if its _offensive_ capabilities are intact," Max noted, pressing down on the green button he had hit before, " _Sunset,_ " he began through the loudspeaker, while the girl herself was standing behind the pillar, breathing rapidly out of fear, " _I know you're a little new to this whole thing,_ " he pointed out, getting her attention, " _but the Exo Armor will keep you protected,_ " he reassured, " _Now, we wanna see how it does in combat,_ " he explained, " _Are you ready?_ " he asked as more laser blasts soared by her. She controlled her breathing soon afterwards, taking a deep breath before she sighed.

"Yeah, I'm good to go," she declared, running out from her cover and jumping up, kicking one of the drones directly with her left leg, smashing it to pieces instantly.

"Whoa!" Rainbow exclaimed from above, as Rook went wide-eyed. Everyone else watched on with impressed looks, as they then saw her bash two more of the disc-shaped robots with her fists, easily destroying them. She looked out to see the remaining three drones, aiming their blasters at her. Immediately reacting, she somersaulted forward, avoiding their laser beams, and then pressed a button on the left side of her Proto Glasses, causing a scan of the robot to pop up, followed by many different images of it at alternate angles.

"Is she using the glasses?" Rook asked.

"Smart girl," the human Magister noted with a grin, crossing his arms. The red and yellow haired girl then leapt up to a height above the drones, landing on top of one of them. The other two turned around and fired towards her, but she jumped away, letting their lasers strike and blast their fellow robot to bits. She then smashed through another one with her left fist, landing onto the floor as the drone split in half, much to the shock of the Revonnahgander above, whose jaw just dropped. The remaining robot fired laser beams her way, but she crossed her arms over her head, deflecting the blasts away. She quickly grabbed a half of the busted drone, sending it hurdling towards the remaining one, striking it directly, causing it to spark for a moment, before bursting into pieces. The bits of it fell down like rain, going down before her.

"Oh… My… Gosh…" the rainbow haired girl uttered in disbelief, "That was _incredible_!" she exclaimed.

"Absolutely," her boyfriend agreed, as he was just as stunned. Rook found himself trembling in shock, admiring the red and yellow haired girl's effort, but was surprised by her strength with the armor.

"Well, Ben said she'd been training," the Piscciss Volann noted, crossing his arms, "And that armor's _definitely_ worth somethin'," he added.

"Right on," his fellow Magister agreed, pressing the green button on the control panel again, " _All right, Sunset,_ " he began over the loudspeaker, getting her attention as she looked up at the monitor room window, " _I think we're all set with the Exo Armor tests,_ " he told her, causing her to breathe a sigh of relief.

"I can't believe she took out those drones without having her Equestrian magic…" the Omnitrix bearer noted, impressed.

"Well, let's see that holds out on Level Five," his grandfather stated, much to his, his partner's, and his girlfriend's surprise.

"What?!" they shouted simultaneously as he pressed another icon on the screen, causing the walls on both ends of the training room to open up, catching the red and yellow haired girl's attention as she quickly moved her head back and forth, anticipating what her next challenge. She then looked up and gasped to see four turrets aiming their cannons at her, each one in a corner of the room.

"Um… is this Level Two?" she guessed nervously, wondering why such powerful weaponry was about to be used upon her. Suddenly, she heard the booming sound of something stomping towards her from both open walls, causing her to stumble back slightly while the pillars sank into the floor. She looked and gasped to see a juggernaut sized droid come out of each wall, both having gigantic arms, green eyes, and strong-shaped bodies. "M-M-Magister Tennyson…" she uttered out of fright, "This isn't Level Two, is it…" she presumed.

" _Right you are,_ " he responded over the loudspeaker, " _This time, we're gonna see how your magic holds up with the Exo Armor,_ " he explained to her, " _And Level Five's probably the best way to do it,_ " he added.

"Five?!" she exclaimed in disbelief, but then took notice of the turrets that were ready to fire, and the gargantuan robots prepared to attack. Her teammates in the monitor room all watched on worriedly as she tried to regain her composure again, taking a deep breath of air. Suddenly, a bright flash of light emitted from her body as her skin began to become a light amber while her pony ears began to form upon her head. Her hair grew out into a long ponytail as she got into a battle stance, primed to face the challenge that loomed over her.

"There it is," Ben noted with an excited smile.

"But… she does not have wings…" Rook pointed out in a concerned tone, while still mesmerized by her new appearance.

"Doesn't need 'em," Rainbow chimed in, "Sunset's got this in the bag," she reassured, crossing her arms. The red and yellow haired girl's covered hands began to glow in a brilliant amber colored aura. The turrets then suddenly began firing down bursts of green energy blasts towards her, enticing her to act. She threw her arms up, creating a magical shield around her, blocking the laser bursts as they deflected off of it. The Revonnahgander gasped in shock while his Omni Force teammates grinned eagerly, ready to see their new partner in action. While the guns from above kept on firing at her, the juggernaut robots prepared to attack, with each one about to punch down at her by using their respective right fists. Her ears then twitched, causing her to immediately react, disappearing instantaneously in bright flash of light.

"Holy-!"

"Whoa!" the rainbow haired girl exclaimed, interrupting Patelliday's remark as they were both in shock.

"Wh-Where did she go?!" Rook stammered in surprise. Suddenly, she reappeared above one of the droids, landing on top of it, catching its attention, along with the other one. While it tried to reach for her as the turrets began re-aiming their cannons towards her, its fellow robot charged forward, about to strike with its right fist. Sunset quickly teleported herself away again in a flash of bright light, letting her enemy strike its own ally, causing it to fall to the ground in a smashed heap, much to the astonishment of her friends above. The remaining juggernaut looked around to search for the red and yellow haired girl, who had latched herself onto its back. The two turrets on the left side of the room aimed their cannons at her, firing multiple blasts of green light. She immediately jumped, letting the bursts hit the robot, causing it to topple over after several shots went through its body, including its head. The battlements continued to shoot for her, but she teleported out of the way of each beam of light, and then latched onto one in the corner. The turret across fired a blast towards her, but she deflected it with another magical shield, causing it to strike the other battlement, shorting it out after a moment of sparking. She then activated her Proto-Glasses, aiming her left fist towards the weapon as it glowed in an amber colored, magical aura. Before it could fire again, the battlement was struck by a bright beam of light that originated from the girl's arm, making it explode into pieces. Everyone in the monitor room had their eyes widened in shock upon seeing her take care of the turrets like an actual soldier. The other two battlements fired at her, but she jumped down, landing onto the ground, shielding herself with another magical barrier. She then crossed her arms inward, and threw them out soon after, causing a shockwave to reverberate towards the turrets, striking them both directly, causing them to both shatter in pieces with smoke to follow. Afterwards, Sunset stood up straight, deactivating her magic as her amber skin, ponytail, and pony ears all disappeared. She lifted her eyewear off of her eyes, looking up at the monitor room, where everyone else stood, stunned by her power.

"Uh… did I do all right?" she asked, smiling nervously as she rubbed her right arm with her left hand.

"That. Was. AWESOME!" the rainbow haired girl screamed, "Sunset rocks!" she complimented loudly.

"Well, I'll be…" the Piscciss Volann uttered in disbelief, taking off his specs, rubbing them with a cloth before putting them back on.

"No kidding…" his fellow Magister agreed, "Ben, you certainly found a _replacement_ ," he told his grandson, who chuckled.

"Hey," he said, "I do what I do," he declared, shrugging his shoulders.

"And you did _awesome_ , babe," his girlfriend chimed in, getting his attention as she came over and wrapped her arms around his neck, "Guess I picked the right boyfriend," she added in a flirtatious tone.

"Oh, shut up," he responded teasingly with a laugh, turning himself around and instantly kissing her on the lips with his eyes closed, putting his arms over her waist while she closed her own eyes, enjoying the moment. Max and Patelliday just smiled at the two, while Blukic and Driba shrugged, somewhat unimpressed. However, Rook was still staring at the red and yellow haired girl through the monitor room window, having been mesmerized by both her appearance in the Exo Armor and by her powerful Equestrian magic. He blushed profoundly, trying to look away, but couldn't help but glance back at her, as it was a temptation that was too hard to resist.

"Well, that gives us our test results," the plump Galvan noted, looking at the schematics on his tablet with his partner, "The Exo Armor's fully intact, and is performing at a hundred percent capacity," he told the two Magisters.

"We're gonna see if we can reproduce 'em for the future," the taller of the two small aliens said as they were both about to walk out the sliding doors. However, Molly Gunther suddenly appeared at the entryway, much to their surprise as they stumbled and fell over.

"Magister Tennyson," she said, getting his and everyone else's attentions, also ceasing the kiss between Ben and Rainbow as they looked over, "we've just received a distress call from Undertown," she told him, causing him to furrow his brow in surprise.

"What happened?" he asked, crossing his arms.

"According to the caller, there's someone running rampant around the suburbs," the agent explained in reply, "It sounds pretty urgent," she added, making Max look down in thought.

"Well, send in a squadrons to check it out," he told her after a moment.

"Magister," she began to say, "the caller was Fistrick," she stated, much to everyone's surprise as they all gasped slightly.

"Fistrick?!" the rainbow haired girl exclaimed in shock. Meanwhile, Sunset was still standing in the training arena, looking up to see everyone engaging in a conversation.

"Um… hello?" she said, trying to get someone's attention, "Are we done with the training yet?" she asked innocently. Back in the monitor room, Ben had his arms crossed while his look became somewhat serious.

"I think he's trying to pull a scam on us," he admitted, with his girlfriend nodding in agreement.

"But it's sure _odd_ for him to try and pull one on us," the Piscciss Volann added.

"Whether it's a con or not, trouble's brewing in Undertown," the human Magister pointed out, "Ben-"

"Say no more, Grandpa Max," his grandson interrupted, "Rainbow and I'll head down there," he promised, causing her to smile excitedly.

"All right," his grandfather agreed, "We'll keep Sunset here for her training in the meantime," he told him.

"Sunset?" Molly questioned, going over to the monitor room window, seeing the red and yellow haired girl down below, along with all of the wrecked drones and turrets, "Did she do all that?" she asked, very surprised.

"Uh, indeed," Rook stammered in reply, "She is our replacement member on the Omni Force for… Korra…" he explained somewhat nervously.

"And she took down Level Five drones…" the agent inquired, crossing her arms, impressed, "Magister Tennyson," she began to the old man, "may I help you in Sunset's training?" she asked.

"Not at all," he responded with a grin.

"Okay then," the Omnitrix bearer chimed in, "We're heading out," he told them, "Rook, you coming?" he questioned, seeing his partner glance at him and then at the window.

"I… believe it will be best if I stay here," he confessed in response, "J-Just to oversee Sunset's training," he added with a stammer. Both Ben and his girlfriend glanced at each other with suspicious looks, but just shrugged.

"Well, all right," the former of the two said, "We'll be back!" he declared, racing out of the room with Rainbow in an instant, with Molly Gunther to follow. Down below, the red and yellow haired girl blinked for a moment, tapping her left foot against the floor as she waited impatiently for a response. Suddenly, a sliding door opened, revealing the Alpha Squad Plumber as she walked out, approaching the replacement Omni Force member.

"Who are you?" she asked, somewhat confused.

"Agent Molly Gunther of the Plumbers' Alpha Squad," she introduced in reply, holding her right hand out to Sunset, who took it with her own and shook it, "Gotta say, you're pretty impressive if you can handle Level Five of the training simulations down here," she noted with a grin, causing her to sheepishly rub the back of her head.

"Uh, thanks," she responded in gratitude, blushing slightly.

"Now let's see how you do against me," the Plumber suggested, getting into a battle ready stance, "I wanna test that new armor of yours for myself," she stated, much to her surprise.

"O-Okay…" she stuttered, preparing herself to spar as well. From above, Rook, Patelliday, and Max watched them begin to throw a few kicks at each other, with the younger of the two being pushed back quite a bit.

"Huh…" the former of the group in the monitor room sighed, "I do hope she is able to handle the challenges that are ahead in her times with-"

"Magister Tennyson!" a voice cried out loudly upon entering the room, interrupting the Revonnahgander. They all turned to see a Plumber with a white suit on at the entryway, being a bipedal, mole-like alien with a bushy yellow mustache, as he was carrying an envelope in his right hand. "Do you have any idea where Agent Blonko is?!" he yelled out of frustration, "Because I've been-!" He stopped his sentence upon noticing the Plumber himself in the room. "Oh, uh, ahem," he coughed, regaining a calmer composure, "Got a letter for you, Agent Blonko," he said, handing it off to him. He looked at it for a moment before pulling a big smile.

"It is from home!" he realized excitedly, holding it front of his face, "I should read this immediately!" he added, but then remembered about what he had promised earlier, "Uh, may I go and-?"

"Go ahead," the human Magister chimed in, interrupting his question, "We'll make sure Sunset's all right," he reassured, allowing Rook to race out of the room, heading off towards his quarters. Meanwhile, down in Undertown, Rainbow had her Equestrian magic activated as she was flying around, holding her boyfriend by his arms with her hands.

"You been packing on the smoothies lately?" she asked teasingly.

"Knock it off, sweetheart," he retorted, "We need to make sure this whole 'rampage' Fistrick's talking about isn't just some hoax," he told her.

"I know, I know," she repeated in response, "And after that, we have all the time in the world!" she noted excitedly.

"Definitely," Ben agreed, but then took notice of the skull insignia on the warehouse door in the distance, "There it is," he pointed out, enticing his girlfriend to fly over there. She let him down gently before landing herself, as they stood just in front of the building.

"You know, for a guy who sells alien guns to make big bucks," she began, "Fistrick's not very smart at hiding his stuff…" she said, crossing her arms.

"No kidding," the Omnitrix bearer concurred, tapping the lid of his device, causing the green, holographic, circular screen to appear above it. After scrolling through his index of aliens, he slid the lid open, letting the dial pop up. He slammed it down with his right hand, creating a green flash of light as his body began to morph, blinding his girlfriend while she closed her eyes. When it vanished, the light revealed that he had transformed into a hulking, broad-shouldered Pillbug creature covered in natural, yellow armored plating on his back, shoulders, and the backs of his arms. His body was mostly white, with black on his upper half. He had four claws on both of his hands. He had green eyes, along with a black stripe that went up to his belly. On top of that, the Omnitrix symbol was on his chest.

"Let's get this over with," he declared in a deep voice, heading towards the doorway with the rainbow haired girl. Suddenly, they both heard a loud holler echo within the warehouse, causing them to halt. The black market dealer then ran out, tripping and falling before the two flat on his face.

"Ugh…" he groaned before getting back up on his knees, looking to see the two heroes in front of him, "T-Tennyson?!" he stammered in shock to Cannonbolt, "And… your girlfriend?" he questioned, somewhat confused as he raised an eyebrow.

"Yeah, hi," she greeted sarcastically with a quick wave of her hand. The Arburian Pelarota then grabbed the brawny man by the shirt, lifting him up as he yelped in surprise.

"All right, Fistrick," he began in a serious tone, "What kinda scam are you pulling this time?" he asked, holding him above his head.

"Scam?" he questioned, "Hey, I ain't one to pull off stuff like that with the Plumbers, bro!" he claimed, "I swear, there's a madman in there that tore up all my Techadon tech!" he told them.

"Well, good," Rainbow said, "It's about time someone else took you down a notch for the madness you've made," she added.

"Guys, I'm serious!" the black market dealer asserted, "This guy's dangerous!" he declared, "He said he's looking for alien weapons all over town, and I think your Plumbers might be in trouble later," he explained.

"Yeah, sure," Cannonbolt agreed sarcastically, putting him down onto the ground, "We'll believe it when we see it," he stated, about to head into the building. Suddenly, in a loud holler, Corvo flew out of the entryway, smashing into a wooden cart next to a house, splintering it to pieces as he lied there, unconscious.

"Corvo!" his boss shouted in dismay while the heroes had their eyes widen.

"Okay…" the rainbow haired girl uttered, "That didn't seem like an act…" she admitted.

"Yeah…" her alien boyfriend agreed. Suddenly, they both heard the sound of buzzing insects approaching them, enticing them to turn around.

"Oh no…" Fistrick realized, seeing Yokai come out of the warehouse on top of his multitude of microbots, towering over them. Back at Plumber Headquarters, Rook had just entered his room, running over to his desk as he placed the letter upon it, sitting down at his seat.

"Huh…" he sighed out of relief, "Now, I can focus on matters besides Sunset," he noted to himself, ripping the envelope open, taking out the paper that was inside. He folded it open, revealing writing in a bluish pen color that caused him to gasp in realization. "Rayonna…" he said, recognizing the handwriting as he began to read the letter. However, after his moment of jubilation, his eyes narrowed as he examined it more closely, coming to very shocking conclusion. "Oh no…" he uttered in disbelief, as his eyes began to tear up. Back in the suburbs of Undertown, the masked man loomed over the black market dealer and the two heroes, as they looked on with shocked facial expressions.

"Fistrick," the dark clothed man began, "I believe we still have _business_ to discuss…" he muttered.

 **END**

 **Okay, that's finally done! Man, I hate being late with these stories, especially when I've got just a week left before I move in to college. In other news, there's no poll this time around, as I think I should make the choice of which story to sneak peek for myself. However, I'd like to hear your ideas for some of my future stories, like what I could potentially incorporate into them.**

 **For the sneak peek at the end of this episode, it's going to be from "Resolve", the Fairy Tail/Pokémon/Beyblade crossover. As a reminder, this is going to be my first T-rated story, so there are going to be some elements that you wouldn't normally see in my other stories, such as language and adult humor.**

 **With all that set aside, I hope you enjoyed the chapter, and hopefully the next one will come out much sooner. Leave any questions or comments in the review section if you'd like to!**

 **QUOTE:**

 _ **D-Did you just say… you… love me?**_

 _ **~Rainbow Dash,**_

 _ **To Ben in Fight At The Museum**_


	5. EPISODE II PART II

**Hey folks! Hope you're excited for the action ahead, because there's gonna be plenty of it here in the second part of episode two! However, I have a few things to set aside first. One, with me moving into college in about a week from now, I think the most work I can get done is likely going to be this chapter and one more, before I move in. Classes don't start until a week afterwards, so I should have time to complete the whole third episode before then. The epilogue should also be a breeze on one of my free weekends, but let's just focus on finishing episode two for now.**

 **Second, SpiritReaper42's story should be sneak peeked in the upcoming chapters sometime soon. He's been having trouble getting it together, so things are going slow for it.**

 **With both of those details set aside, it's time to continue from where we left off!**

 **OUTLOOK**

"I believe we still have _business_ to discuss…" Yokai muttered as he loomed over Fistrick, Cannonbolt, and Rainbow Dash with his microbots holding him up.

"Y-Y-Yokai…" the former of the group below him stammered, holding his hands out in a placating manner, "Listen, bro," he began, "I-I can get you a deal with a weapon master for some more tech…" he told him, "It'll take some time, but-" His sentence was interrupted as the little black machines wrapped around his body, causing him to yelp as they dragged him up to the masked man's face.

"I don't have the patience for your _time_ ," he stated menacingly, making the brawny man cringe in fright.

"Whoa, whoa, whoa!" the rainbow haired girl chimed in, flying over to the two, getting their attentions as they turned their heads, "Chill out!" she pleaded, "The dude's a crook and all, but you don't have to threaten him…" she noted.

"Who are you supposed to be?" the dark clothed man asked, as his microbots continued to have a firm hold on Fistrick.

"Uh, Rainbow Dash…" the winged girl responded nervously, "And you are…?" she began to inquire to him.

"I don't believe I have the obligation to say," he replied, causing her to develop an angered look upon her face.

"Listen here, mask face," she began in a serious tone, pointing at him with her right index finger, "you better start talking before I-!"

"Rainbow, cool your jets for a sec," the Arburian Pelarota advised in interjection, causing her ears to flop in a sheepish manner as he walked up to them, "Hey, Yokai, right?" he guessed to the dark clothed man, "That guy you got there is a criminal," he pointed out, "and we're takin' him in," he stated.

"You're both cops?" he inquired, confused as he directed his attentions to the two.

"Technically speaking, we're superheroes," the rainbow haired girl responded, crossing her arms smugly with a smirk on her face, while her alien boyfriend sighed, putting his right hand up to his forehead.

"Well, if that's the case," Yokai began, "I can turn him over to you as soon as I'm done with him," he declared, about to head off with him.

"H-Hey!" Fistrick stammered in fright, "Help me out, bro!" he yelled out to the Pillbug alien.

"Yeah, that's not gonna fly with us…" Rainbow admitted, catching the masked man's attention as he turned back to face her and the extraterrestrial.

"Look," Cannonbolt started to say, "just hand him over, and we can work things out later for-"

"I _said_ I need him right _now_ ," the dark clothed man interrupted, clenching his fists tightly as he instantly approached the Arburian Pelarota, with his microbots carrying him over to the alien quickly, "And I _can't_ turn him in until I've gotten what I need," he stated.

"Okay, did you _not_ hear what my boyfriend just-?!" The rainbow haired girl's shout was interjected as a group of the black objects shot up beneath her, striking her directly in the torso and sending her flying. She crashed through the concrete wall of a building in the distance moments later, much to the shock of the Pillbug alien as he and Fistrick gasped.

"Rainbow!" the former of the two yelled, instantly concerned for her.

" _That_ was your only warning," Yokai declared, getting his attention as he turned around and glared at him, "If you don't get in my way," he began, "I'll hand over Fistrick without a problem," he told him.

"After what you just did to my girl," Cannonbolt started to say, punching his open left hand in anger, "I'd rather beat you up for him," he said. The masked man stood still on his towering pile of microbots for a moment, contemplating the decision his latest adversary had made. All of a sudden, he threw his left arm out to the side, causing the little black machines around the black market dealer to instantly slam him into the metal doors of the warehouse, rupturing the material. They then began squeezing the metal against him, trapping him against it.

"Gah…" he grunted in pain, trying to squirm his way out, but to no avail. The small objects then retracted back to the ones still around the dark clothed man, forming an even more towering pillar for him to rise upon. The Arburian Pelarota stepped back in fright by how quick the criminal was taken out, sweating nervously.

"You're going to regret this," his enemy stated, as his microbots began swarming all around him while he raised his arms up. The Pillbug alien stood his ground, prepared to face whatever his opponent would throw at him. Suddenly, the small objects lunged forward like a wave of water, about to sweep over him. However, he curled up into his ball form, rolling out towards Yokai, charging through the little black machines, breaking them apart from each other, much to his surprise. He leapt off of his pillar before Cannonbolt destroyed it, landing down easily as the microbots cushioned his fall below his feet. His foe turned himself around, rushing towards him again in his ball form. The masked man threw out his arms, making the small objects swarm out and form a large spear that was about to strike his enemy head on. However, the Arburian Pelarota smashed right through it, making the hundreds of little black machines that came together to create it all break apart, scattering across the ground. The dark clothed man dive out of the way of the rolling Pillbug alien, somersaulting once before coming to a stop, looking out to see him uncurl himself back up, landing on his feet, turning around to face him with an angered glare. "Wait…" his enemy uttered, as through the eyes of his mask, he could see the Omnitrix symbol on the extraterrestrial radiating in a shining green light. The visor's scans were showing him that it was quite powerful. "Such potent energy…" he noted, standing back up. He threw his hands out once more, sending his microbots towards Cannonbolt in a hurry. He quickly curled up into his ball form and began rolling over them again, but his opponent clenched his right fist, causing them to gather underneath the sphere-like alien's body. Then, he threw his arm up, making the small machines catapult the Arburian Pelarota off of the ground like a springboard.

"Whoa!" he yelped, having to uncurl in midair as he flailed his large arms around. Yokai took the chance and had the little black objects shoot up together and wrap around the alien's legs, bringing him down in a hurry, crashing into the earth. When the dust from the collision cleared, the Pillbug alien sat up, gritting his teeth in pain as the microbots retracted from his body. He saw the masked man approach the crater he was in, readying the same machines upon his right hand.

"Whatever that device on your chest is," he began, "I'll take it," he stated, throwing his arm out, making a multitude of the objects spring forth from his sleeve, lunging out and attaching themselves to the Omnitrix symbol, linking with their user.

"Wh-What?!" Cannonbolt stammered in shock, and then saw a spark of green electricity emerge from the device on his chest, which suddenly became a bright flash of green light. It then began flowing through the microbots, all the way up to the dark clothed man.

"Yes…" he uttered in satisfaction, as the light went into his coat, and then into the second canister at his belt, filling it up as the Arburian Pelarota cried out in agonizing pain.

 **EPISODE II PART II**

"GAAAAHHHH!" the Pillbug alien cried out, trying desperately to withstand the absorbing force of the microbots that were taking power from the Omnitrix symbol, and sending it over to Yokai. Within his coat, the small machines were gathering the energy into the second canister at his belt, filling it up quickly. It then loaded up fully, causing the lid of the containment to close instantly with a click, indicating its completion.

"Two down…" the masked man uttered in realization, still having his objects latched onto the extraterrestrial's device, "And this… 'thing' still has more energy…" he noted, "Maybe I can fill two more with it," he suggested to himself, continuing the process of siphoning the power from Cannonbolt.

" _ **WARNING,**_ " the Omnitrix symbol's male voice stated, getting his attention as he looked out at the contraption in surprise, " _ **OMNITRIX POWER LEVELS DECREASING DUE TO OUTSIDE ABSORPTION SYSTEM,**_ " it explained, much to his surprise, " _ **INITIATING FAILSAFE PROTOCOL,**_ " it declared. Suddenly, a green aura began emerging from the device, shining brightly as the dark clothed man stepped back. Without any warning, it burst like a shockwave, sending the microbots and their user flying as dust blew by, along with a flash of light. He got back up on his feet, looking out and gasping upon seeing a new creature before him. His opponent was now an alien that had multiple eyes all over his body, except on his head, which had a mouth and bat-like ears. His upper body was now covered with the eyes, which were green with black, pointed pupils that also appeared on his palms. He was light yellow skinned on his chest and feet while the rest of his body was dark yellow. He was wearing black pants with green cuffs on his wrists and legs. On top of that, the Omnitrix symbol was at his waist upon a green belt with a white stripe.

" _Aye-aye-aye!_ " he exclaimed profoundly, rubbing his head in pain before looking at his new form, " _Why_ am I _Eye_ Guy?" he asked himself, seeing his face from the eyes on his hands.

"He… transformed?" Yokai questioned, quite surprised.

" _ **OMNITRIX POWER LEVEL DECREASED TO EIGHTY PERCENT,**_ " the device on the Opticoid's belt stated, " _ **INITIATING RECHARGE MODE,**_ " it declared, much to his surprise as he gasped.

"N-No, wait!" he stammered to it, "Override!" he yelled, "Code Ten!" he exclaimed out of desperation.

" _ **OVERRIDE ACCEPTED,**_ " the Omnitrix symbol stated, with the green light from it vanishing soon afterwards.

"Hmm…" the masked man pondered, having seen and heard everything that conspired just in front of him, "I don't know what you just did," he began, walking over to the extraterrestrial as he had caught his attention, "but I'm not letting it happen again," he declared, throwing out his right arm, causing his microbots to swarm towards him, about to attack his opponent. He jumped away however, stretching his arms out to their respective sides, letting out a battle cry as he launched beams of green light from the eyes upon his extremities, including the ones upon his shoulders. They collided with the small machines below, incinerating half of them, while the others froze up in ice. The ones that remained with the dark clothed man gathered around him as he brought them back, having them form together into more spear-like weapons, about to strike his enemy. He leapt away again however, somersaulting across the ground before firing more beams of light towards his foe, having dodged the lances as they burst into pieces upon the ground. Using the little black objects, he shielded himself from the rays as they collided with them, only breaking so many apart, much to the shock of Eye Guy.

"No way…" he uttered in disbelief. Suddenly, Yokai threw out his arms, making his microbots form a single, javelin-like appendage that attached to the Omnitrix symbol at the alien's belt. "Aw, not again!" he realized, about to blast at the machines with both of his palm eyes. But he was too late as green electricity began surging through the small objects, causing him to cry out in pain again. The light poured into his adversary's coat, filling up the third canister slowly.

" _ **WARNING,**_ " the device on the Opticoid's belt began, catching the dark clothed man's attention as he growled in frustration, " _ **OMNITRIX POWER LEVELS DECREASING DUE TO OUTSIDE ABSORPTION SYSTEM,**_ " it stated, " _ **INITIATING FAILSAFE PROTOCOL,**_ " it declared, suddenly radiating a bright green light of energy again, which then burst out in a shockwave-like manner, causing the microbots, their user, and the extraterrestrial to be blown away in different directions by it.

"Gah, again?!" the masked man yelled in anger, standing back up as the plethora of his machines that remained regrouped around him. The dust then cleared to reveal a new alien before him, being an animalistic alien, with no eyes, ears, nose, or tail present. However, he grew three gill-like nostrils on each side of his neck, along with more defined teeth sticking out of his mouth as he went down on all four of his legs. Shaking his head in confusion, he looked down see himself as the creature, with the Omnitrix symbol upon a green and white collar around his neck. "Another one…" his enemy muttered, walking over as he readied his microbots again, enticing the Vulpimancer to start growling angrily, preparing to lunge at him.

" _ **OMNITRIX POWER LEVELS DECREASED TO SIXTY PERCENT,**_ " the device upon his band stated, " _ **INITIATING RECHARGE MODE,**_ " it declared. Frantic, Wildmutt growled rowdily, trying to prevent it from timing out. Unfortunately, in a green flash of light, he turned back into Ben, getting on his two feet.

"Oh, come on!" he complained, slamming his hand down on the alien watch, but nothing happened.

" _ **FUNCTION UNAVAILABLE,**_ " it stated, " _ **ALL SYSTEMS LOCKED IN RECHARGE MODE,**_ " it added, much to the bearer's dismay as he groaned.

"Okay, big deal…" he uttered without a complaint, "Just gotta wait a few minutes-" Before he could say anything, the microbots reattached to the Omnitrix, causing him to gasp as they linked completely with it. Green electricity then began surging through them to the masked man once again, making his enemy grit his teeth in pain as he tried to pry himself free of the machines, but to no avail.

"This time…" Yokai started to say, "I'm taking all of that power!" he declared, clenching his right fist, causing the light within the attached microbots to brighten, pouring into the third canister within his jacket.

" _ **WARNING,**_ " the alien device on the teen's wrist began, catching his and his enemy's attention, " _ **OMNITRIX POWER LEVELS DECREASING DUE TO OUTSIDE ABSORPTION SYSTEM,**_ " it stated, " _ **INITIATING FAILSAFE PROTOCOL,**_ " it declared, radiating a bright green light.

"Aw, not again!" Ben realized as he cringed, bracing himself for the impact. The shockwave that followed broke the microbots upon the watch apart, and blew both its bearer and his foe back in opposite directions. When the dust cleared from the blast, the former of the two fighters sat up, rubbing the back of his head with his right hand. "Ugh…" he groaned in pain.

" _ **OMNITRIX POWER LEVELS DECREASED TO FORTY PERCENT,**_ " the alien watch stated, " _ **RECHARGE MODE RE-ENGAGED,**_ " it added, causing its user to grit his teeth in frustration. Suddenly, he took notice of his opponent approaching him, with his little black objects swarming around him.

"All right, boy," he began, stopping before the teen, "you better give me that device…" he continued, having his microbots push him up to loom over the Omnitrix bearer, "or so help me, I'll end you…" he threatened, with the small machines forming into multiple spears above him, aimed at his adversary.

"Hey, I couldn't even if I wanted to!" he retorted, "What do you even want my watch's power?!" he asked angrily, standing up.

"I'm not obligated to say," the masked man responded, readying the microbots to attack, "Just hand it over…" he demanded, clenching his fist, making the makeshift spears lunge out, about to strike Ben as he braced himself, crossing his arms over his head. Suddenly though, Rainbow Dash flew in, kicking the dark clothed man in the chest with her right foot, sending him flying across the street, rolling over the ground while his machines fell to the ground before they could hit her boyfriend. He looked up to see them fall into pieces, separating from each other.

"Sweetheart!" he exclaimed, seeing his girlfriend before him, who turned around to face him.

"Sorry for taking so long, babe," she apologized, "Got a little…"

"Caught off guard?" the Omnitrix bearer guessed, finishing her sentence as she smiled back at him. Her pony ears then twitched, enticing her to look out and see Yokai standing back up, holding his right hip in pain with his left hand.

"Ergh…" he growled angrily, with his microbots gathering and heading towards him yet again, catching the attentions of the two heroes as they looked on.

"All right…" the rainbow haired girl uttered as her boyfriend got back up on his feet, "Time to take this guy to the trash heap!" she declared, cracking her knuckles on both hands excitedly. However, Ben placed his right hand on her left shoulder, halting her from heading after him. "What's wrong?" she asked, "Can't you take him on too?" she questioned, raising her left eyebrow in confusion.

"Not now," he replied, shaking his head, "That guy's weird… whatevers took a lot of the watch's power," he told her, tapping the device's lid again, only to get no response from it.

"So, what do we do?" Rainbow asked. Just then, they saw the masked man rise up underneath his towering microbots, preparing to counterattack.

"First, let's get outta here," the Omnitrix bearer advised in response, taking her left hand with his right. She gritted her teeth in frustration, growling reluctantly as she didn't want to look like a coward. But she gave in, flying off seconds later with him towards the masked man. He quickly shot out spears of his microbots out at them, throwing his arms out before each one could attempt to strike. However, the winged girl dodged them all, soaring past him in an instant, making him gasp in realization as he saw where his two enemies were going.

"I'm not letting you get away!" he declared, jumping up before his machines came and allowed him to land, being used by him to pursue the duo.

"And… he's following us…" the rainbow haired girl muttered in realization, somewhat frightened, "Now what?" she asked her boyfriend.

"Just keep flying," he replied, holding onto her hand tightly, "I'll try to get in touch with someone," he reassured, pulling out his MPG from his pocket. Back at the training arena in Plumber Headquarters, Molly Gunther and Sunset Shimmer were continuing to spar, with the former of the two throwing out punch after punch, which the latter barely managed to block.

"Huh… huh…" she breathed heavily, starting to tire out.

"You're doing all right," the Alpha Squad Plumber reassured, sending out a few kicks to her sparring partner, who blocked them as best as she could, sliding back across the floor. She regained herself, throwing a punch towards her new comrade, which connected, knocking her back quite a bit as she stumbled. "Ooh, not bad…" she complimented, "That armor sure works," she noted.

"Th-Thanks…" the red and yellow haired girl stammered out of embarrassment, blushing a bright red, "I'm sure Rainbow could… do better than me in this suit…" she confessed, rubbing her right arm.

"Agent Dash is already capable as she is," Molly pointed out, "You, on the other hand," she began, "are definitely the person that should use that armor," she told her, causing her to smile, "Maybe Agent Blonko oughta' take a spin against that armor," she suggested.

"Blonko?" Sunset questioned, confused.

" _She means Rook,_ " Patelliday mentioned through the loudspeaker in the monitor room above as he had overheard the conversation, " _But… he's not here right now,_ " he told them.

"What?" the two agents below questioned, both widening their eyes in surprise.

" _Ah don't know what's goin' on,_ " the Piscciss Volann began, " _but Rook hasn't come back since Jerry came by to give him a letter,_ " he explained.

"A letter?" the red and yellow haired girl questioned, confused.

" _He's gonna be on vacation tomorrow at his home planet,_ " Max chimed in through the loudspeaker, " _so it's safe to say he'd rather focus on getting ready,_ " he said.

"Bet that letter's from his family," the Alpha Squad Plumber guessed, turning back to Sunset, "Well, shall we continue?" she asked, getting her attention.

"Sure," she responded, getting into a battle ready stance. They then began firing punches at each other again, with neither one of them holding up. Up in the monitor room, the human Magister crossed his arms as he pondered something.

"You sure Agent Blonko should've been gone this long?" his alien partner asked, turning around to face him.

"Well, he _should_ be here now…" he admitted, "I think we should leave him be for now," he suggested, "It's probably nothing," he added, though concern was present in his voice. In the Revonnahgander's quarters, Rook was sobbing at his metal desk, with his head down while he crossed his arms over it, trying to drown out his cries. Next to him was the opened envelope, along with the piece paper that was inside of it. It read:

 _Dear Blonko,_

 _I am very eager to see you again when you return to Revonnah soon. I have missed our time together ever since you had invited to Earth for the 'double date'. However, things have changed since we have last seen each other then._

 _Due to unforeseen circumstances, I have been engaged to Mokorro. I know he was like your brother as you both grew up, playing and fighting together. But… my family was insistent on me getting wed to such a capable man as soon as possible… and since you were not available because of your duties as a Plumber… I agreed to marry Mokorro._

 _Do not let this news sadden you, Blonko. Even Mokorro himself believes that you would be a better candidate for my hand. But… what is done has been done. I do hope you will visit upon your arrival._

 _From, Rayonna_

"Why?" Rook uttered in confusion, still sobbing as he lifted his head up, "I become… infatuated with a person that is our new team member," he began, "and this is the result…" he muttered, with his eyes still filled with tears, "Why did this happen?" he asked himself, standing up from his seat. Unbeknownst to him, a bright green light was radiating in pocket, shining brightly and then dimming out after a few moments.

"Come on, pick up…" Ben pleaded as he was still being flown by his girlfriend, while they were now within the city of Bellwood, speeding away in midair. Below them, Yokai was in pursuit, causing a panic throughout the streets as he tore past them, smashing into oncoming cars atop his microbots, making people scream out of bright, running into buildings for cover. He looked out to see the Omnitrix bearer and the winged girl just ahead of him, turning a corner. Quickly following them, the masked man continued the chase as he started throwing out more large spears of microbots, attempting to latch onto them.

"Whoa!" Rainbow yelped as she dodged one, almost dropping her boyfriend in process, "S-Sorry!" she stuttered in apology.

"It's okay," he reassured, smiling a little.

"Did Rook pick up yet?" she asked, somewhat frantically as more spikes of the machines flew by, causing her to avoid them quickly.

"No…" Ben responded, "I don't know what he's busy with," he said, "but the second I see him again, I am gonna-!"

"Look out!" his girlfriend exclaimed in interruption, dashing upwards as the small black objects were about to latch onto them. Unfortunately, they caught the Omnitrix bearer by the left leg, pulling him and the winged girl down towards the dark clothed man as he stopped in the middle of an intersection on top of his microbots.

"Finally…" he uttered, about to get his hands on what he had been pursuing for quite a while.

"Ergh!" Rainbow grunted, flapping her wings as quickly as she could to try and pry her boyfriend free of the machines' grasp, but to no avail. "Too… heavy…" she breathed out, looking down to see that he and she were slowly being dragged towards Yokai. Suddenly, her eyes widened as she recalled an event where the exact same thing occurred. "Wait a sec, that's it!" she exclaimed in realization.

"Uh, what's it?" Ben asked, somewhat perplexed.

"Just hold on tight, babe," she responded, "I'm gettin' us outta here!" she declared, zooming downwards, much to his surprise as he gasped.

"Huh?!" the masked man uttered in shock, as he didn't expect them to come towards him. The rainbow haired girl then struck him on the right shoulder with her leg, making him topple over his pillar of machines, while at the same time, causing the microbots around her boyfriend's leg to fall apart, plummeting to the ground with their user. However, he regained himself in time to gather his little machines all beneath him, cushioning his landing upon the ground, allowing him to see the two heroes getting away. "Grr…" he growled in frustration, re-engaging in his pursuit of them as he had his objects carry him through the streets.

"Phew…" the Omnitrix bearer sighed in relief, "I think we lost him for now…" he told his girlfriend, who was breathing somewhat heavily, catching his attention, "Sweetheart, you okay?" he asked, concerned.

"A little… worn out…" she replied, having slowed down a great deal, "I think I've used my magic a lot more than I thought I would…" she confessed, cringing a little.

"Well, we better land somewhere safe," Ben advised, then looked back to see the masked man pursuing them, quickly catching up to his enemies, "Aw, crud!" he yelled in realization, "Sweetheart, we gotta-!"

"Got it!" she interrupted, dashing off as fast as she could away as they were chased by the dark clothed man. The sun was beginning to set as they were approaching a large shop with a spacious lot before it. "Grr…" Rainbow grunted as she began slowing down once again. Suddenly, in a bright flash of light, her magic deactivated, with her wings, pony ears, ponytail, and cerulean skin all disappearing. Her eyes began to close as she was fainting from the fatigue

"Shoot!" her boyfriend exclaimed, putting his MPG away in his pocket before reaching out to wrap his arm around her, arching himself as they came down to the ground, hitting it and skidding across it before coming to a stop. The Omnitrix bearer got up quickly, cringing in pain. He then saw Yokai approaching them quickly, causing him to instantly stand up and sling his girlfriend's left arm over his shoulders, and then started to head for the store. Inside, an old man who was wearing glasses, a dark pink bow tie and a light pink-striped yellow shirt with a dark pink apron and brown pants was stacking cans atop one another in the form of a pyramid. He had a little black mustache and a big belly. The doors to his store suddenly sprang open, enticing him to turn around.

"Sorry, were closing-" He stopped his sentence as he saw Ben enter with Rainbow. "Tennyson…" he muttered in disdain, narrowing his eyes towards him.

"Mister Bauman, let me explain!" he pleaded as he stomped to them.

"No, no, NO!" he yelled, turning them around, "Young man," he began, "you cause enough trouble as it is around here," he continued, pushing them back towards the door, "and I'm not about to let you _wreck_ my store on the one day before the weekend!" he proclaimed.

"But Mister Baumann, there's this maniac out there who's tryin' to-!" The Omnitrix bearer stopped his sentence the moment he saw the masked man jump into the lot before the store, landing on the pavement with his feet as he approached. The shopkeeper also took notice, seeing the millions of microbots crawling beside the dark clothed man, heading for the depot as they began to form into large, spear-like weapons.

"That your friend?" the owner asked the boy he was holding with a glare.

"What?! No!" he exclaimed in response, "That's the jerk who's been chasing us through the streets!" he told him.

"Know what…" he realized, letting him go, "I'd rather keep my store intact than have it taken out by a fight with _you_ involved," he admitted, causing Ben to roll his eyes, "Get behind the counter," he said, pointing back towards the stand that was about a dozen yards behind them, "I'll make sure he goes away," he promised. The teen nodded, running off with his girlfriend, heading for the counter as he jumped over it. He pulled her over as well, leaning her against the back of the stand as she was still unconscious.

"Come on, sweetheart…" he pleaded, hoping she'd wake up soon. Suddenly, the plethora of microbots burst through the doors, shattering the glass and rupturing the metal as Ignacius braced himself in front of them. They then retracted back to their user, who had his right arm stuck out.

"Huh…" the shopkeeper sighed, "So much for a _normal_ day…" he muttered under his breath, walking up to the masked man, "Uh, hello there!" he greeted nervously, "What can I do for ya?" he asked, rubbing his hands together with a plastered smile on his face.

"Where are they?" the dark clothed man asked back, clenching his fists as he loomed over him.

"Uh, beg pardon?" Mr. Bauman questioned, arching his right eyebrow. All of a sudden, the small machines came up and grabbed him by the neck, pulling him up to their user's mask.

"The boy and the girl that came in here just now," he stated, "Where are they?" he repeated, causing the shopkeeper to cringe as he looked away.

"Could… you be a little more descriptive?" he asked, while at the counter, the Omnitrix bearer was peeking out from it, hoping the old man would be all right.

"I'm looking for a boy with a black shirt," Yokai told him, "He's got a device on his wrist that looks like a watch," he pointed out.

"Oh!" Ignacius said in realization, "I saw those two come in here a few minutes ago," he added, causing Ben to cringe.

"Dang it, Mister Bauman!" he whispered loudly under his breath as he went back down, looking at his girlfriend again as she was still unresponsive.

"However, I closed down just now," the shopkeeper told the dark clothed man, "so they're probably long gone…" he said to him. A moment passed as the masked man pondered the situation, and then he had the microbots let the old man down, dispersing across the ground.

"Forgive my intrusion," he apologized, much to Ignacius' surprise as he blinked, "I… need that boy for something," he told him.

"And what would that be?" he asked.

"The power within his device," Yokai responded, "It's essential for me to obtain it," he added.

"Well, if you need any help, just holler," the shopkeeper promised, allowing the dark clothed man to walk past him, heading up to the table with cans upon it, taking one and looking at it closely, seeing the marshmallow-like figure that was on it.

"I take it this isn't a store for people, correct?" he guessed, turning around to face Ignacius, who walked up to him.

"In hindsight, my store's meant for any population," he responded, "alien or human," he added.

"So, this is a goods shop for those people down there?" the masked man inquired, getting a nod in reply from the old man, "Do you sell any alien weapons?" he asked.

"Uh… no," Mr. Bauman responded, raising an eyebrow in surprise as he began to sweat a little. Ben peeked out from the counter again, seeing Yokai chuckle a little.

"Don't lie to me," he advised to the shopkeeper, who gasped in surprise.

"Wh-What?" he stammered out of shock.

"You heard me," the dark clothed man retorted, "I know you've got weapons stored under here," he told him. Before Ignacius could even react, the floorboards burst up as microbots began pouring out, having a hold on all sorts of firearms, much to the shock of the store owner and the Omnitrix bearer, as they were carried to the masked man. He then closed off his right hand into a fist, enticing his machines to crush and break apart the entire arsenal of armaments, causing red light to emerge from them and flow into his coat, filling up the third canister. It then loaded up completely, closing off with a click as its lid covered it. "And that's three down…" Yokai realized as he let the remains of the weapons fall to the ground, letting his microbots retract while Mr. Bauman was left frozen in shock.

"H-H-How'd you know about-?"

"Your weapons?" the dark clothed man guessed in interruption, "My mask has a built-in scanner that can detect the power of such firearms," he explained to him, "along with anything else that reads as a strong energy," he added, walking towards the old man, making him step back out of fear, "I know the boy's still here," he began, "but I cooperated with you once I saw your stored weapons," he confessed, while behind the counter, Rainbow Dash was beginning to stir, "And now…" he continued, "I'd like to take him," he declared, readying his machines as they formed a spear below the shopkeeper, causing him to yelp in shock as it was put up against his left cheek. He trembled in fright as he was being threatened. But he stood his ground, glaring the masked man down.

"I'm not letting you lay a hand on anyone…" he stated as the rainbow haired girl had woken up with a gasp behind his stand, catching her boyfriend's attention as he smiled brightly.

"So be it…" Yokai uttered, prepared to end Ignacius' life as he reeled his right arm back. Suddenly, the winged girl flew out and struck him in the chest with both of her feet, having her magic activated as her wings, pony ears, ponytail, and cerulean skin were all present, knocking him down across the floor, causing the microbots to fall apart again, along with the spear up against the old man.

"Huh…" he breathed out of relief, "Thank you," he said in gratitude to Rainbow.

"Don't thank me yet," she responded, flapping her wings in midair as she saw the dark clothed man stand back up, growling angrily out of frustration as his machines buzzed about, "Get outta here," she advised to the shopkeeper, "I'll take him," she declared, dashing towards him while he threw out his arms, sending microbots after her in the forms of large, pointed javelins, which she kicked to pieces over and over. Mr. Bauman looked on in surprise at the rainbow haired girl's persistence, and then turned back to see her boyfriend still at the counter.

"What are you doing?!" he yelled, getting his attention, "Aren't ya gonna help your girl?!" he asked, gesturing towards the conflict, which in fact, she was having difficulty with as the masked man had his machines wrap around her legs, flinging her into the store shelves, splintering them to pieces.

"Ooh…" Ben said as he cringed upon seeing that, "I'd love to help," he admitted, "but I'm a little outta power at the moment…" he told Ignacius, "Gah, come on!" he complained, slamming on the Omnitrix lid with his right fist a couple of times. Suddenly, it began to glow a bright green, much to his delight as he grinned.

" _ **RECHARGE COMPLETE,**_ " his device stated, " _ **ALL FUNCTIONS NOW AVAILABLE,**_ " it added, making him smile widely.

"All right," he said, tapping its lid, making the holographic circular screen appear over it, "Time for a little-!"

"Babe, wait!" his girlfriend cried out in interjection, getting his attention as he looked to see his girlfriend come out from the busted shelves, delivering a roundhouse kick that broke apart more of the microbots from each other. However, Yokai made them regroup and chase after her, causing her to flee away from them. "I hate to admit it," she began, "but we gotta get help!" she yelled in confession, turning around and punching through the makeshift spears that was about to strike her, bashing it into separate machines, "Call your grandpa!" she ordered, zooming after the masked man as he was still throwing out the objects after her. Reluctantly, Ben touched the green icons on the right side of his device, causing its hourglass-shaped lines to glow.

"Omnitrix," he began, "call Grandpa Max," he told it.

" _ **COMMUNICATIONS ACTIVATED,**_ " it responded, " _ **CONNECTING TO MAXWELL TENNYSON,**_ " it said, blinking in a green light. Back at Plumber Headquarters, Sunset Shimmer had deactivated her Proto Tech Exo Armor, having the belt upon her waist, while her Proto Glasses were upon her head. She was walking alongside Molly Gunther, heading through the hallways with the two Magisters of Earth.

"That was a lotta fun," she admitted, "I'm not the best at hand-to-hand or anything," she added modestly, "but-"

"You did great," the Alpha Squad Plumber reassured in interruption, placing a hand on her left shoulder, causing her to smile, "Isn't that right, Magister Tennyson?" she guessed, getting his and Patelliday's attentions as they stopped and turned around to face them.

"Definitely," the old man responded, crossing his arms, "Sunset, you're gonna be a big part of the Omni Force with that tech," he noted to her.

"Absolutely!" the Piscciss Volann agreed.

"Thanks, Mister Tennyson…" the red and yellow haired girl replied in gratitude, "I feel bad that I only got this opportunity since Korra's out of commission," she confessed, getting somber looks from the Plumbers, "but I'll make the most of it, and help everybody out!" she declared, now receiving smiles from her new allies. Suddenly, a buzzing sound went off in Max's pants, catching his attention as he pulled something out of his pocket with his right hand, being his Plumber badge.

"Now who could that be?" Patelliday questioned, somewhat suspicious as his partner was a little surprised. He then pressed the red button upon the communicator, causing static to ring for a moment.

" _Grandpa, you there?_ " Ben's voice echoed through the radio system, causing everyone around to gasp in surprise.

"Ben?!" the human Magister exclaimed in shock, "What's wrong?" he asked worriedly.

"We got trouble down here!" his grandson responded back at the store, much to his surprise as his and all of his allies' eyes widened, "That guy Fistrick told us about is no joke!" he exclaimed, "He's mowing down everything, even us!" he yelled, seeing his girlfriend kick away another makeshift appendage of the microbots, breaking them apart while more came charging for her, " _We need backup at Bauman's A.S.A.P!_ " he shouted through the radio, with static following his transmission.

"Don't worry, Ben," his grandfather reassured from the base, "We'll get to you A.S.A.P," he promised, shutting off his badge as the others with him were somewhat shocked, "Patelliday," he began to his partner, "get all available personnel ready to go downtown," he told him.

"Roger that!" he responded with a salute, running off quickly.

"Agent Gunther," he began to the Alpha Squad Plumber, getting her attention, "have Alpha Squad take the tanks," he advised, "We wanna try and keep the damage to a minimum," he added.

"Got it," she replied, racing away in the same direction as the alien Magister.

"Sunset, you're gonna be with me," Max told the red and yellow haired girl, who blinked in surprise.

"Uh, okay…" she stammered in response, "I'll go get Blonko and-"

"Rook'll meet us down there later," the human Magister interrupted in reassurance, "Come on," he beckoned, jogging off, "We need to get to Ben and Rainbow immediately," he noted to her. She nodded, following him as he pressed the button upon his badge again. "Attention, all Plumbers!" he announced through it as his voice projected throughout the entire facility, "We have a code red alert!" he told them, "Repeat, we have a code red alert in downtown Bellwood!" he reiterated, as officers within the Headquarters began hustling about, preparing themselves to head out, grabbing their firearms and other equipment. Meanwhile, the Revonnahgander was still within his quarters, wiping away the tears from the news he received. He had heard the alarm go off, but had not yet gotten ready as he took one last glance at the letter.

"Huh…" he sighed deeply, "Stay strong, Blonko," he advised to himself, grabbing the Proto-Tool that was mounted upon his shoulder, "You are a Plumber," he said, "and you must fulfill your duty as such," he added, clenching his fists before rushing out as the sliding door to his room opened. Moments later, Max and Sunset were in the hangar level, as a few tanks were departing for the city. The former of the two humans was loading up his ship, the Skipper, while the latter was looking around to see the armored vehicles leaving. She then took notice of a figure in the distance, causing her to squint to try and find out what it was. To her surprise, it was Rook, as he was about to embark into his Proto-TRUK, which looked like a normal delivery truck.

"Hey, Rook!" she cried out, trying to get his attention. However, he paid no heed to her calls even though he heard them clearly. He got into his vehicle quickly, pressing a button on its steering wheel. It suddenly began shape-shifting into a spaceship, floating above the ground, much to the red and yellow haired girl's shock. "Whoa…" she uttered out of amazement. The craft then took off, heading out of the base.

"Was that Rook?" the human Magister guessed from atop the Skipper.

"Uh, yeah," Sunset responded, still surprised that he didn't greet her.

"Then let's get goin'," Max advised, taking his seat at the controls for his ship.

"Right," his new companion agreed, climbing up and jumping into the seat behind him. The cockpit then closed off as the landing gear retracted, allowing the Skipper to take off quickly after the other vehicles. "Hmm…" the red and yellow girl sighed, pondering as to what was bothering the Revonnahgander before he had left. Back at the store, glass shattered as Rainbow had been flung through a window, tumbling across the pavement in the lot, coming to a stop moments later.

"Ugh…" she groaned in pain, trying to get back up as she stretched her wings out. Yokai soon came out, with his large remainder of microbots eerily trailing behind him, ready to attack whenever needed.

"Heh," he laughed, seeing the girl before him struggle to get on her feet again, stumbling back, "You've been a nuisance to me long enough," he stated, getting her attention as she gave him a glare, while he readied his small machines to form into multiple spears above him, aimed directly at her.

"Hey!" a voice called out, getting the masked man's attention. He turned around to see Ben standing at the destroyed entrance, staring him down. "You better leave her alone, or I'm gonna-!"

"HAHAHAHA!" the dark clothed man cackled, interrupting his enemy's threat, "You're the one who should be listening to me after what I've already done," he advised to him, "Now…" he started to say, "hand over that device," he ordered, having his microbots swarm around and trap the rainbow haired girl in cocoon that went up to her shoulders, causing her to grunt in pain.

"Grr…" she growled, trying to free herself, but to no avail.

"Hold on, Dash!" her boyfriend cried out, tapping the Omnitrix lid and sliding it open instantly, allowing the dial to pop up, "I'll-!" His sentence was interjected as another swarm of the small machines began surrounding him from all angles, making him grit his teeth nervously.

"You might as well give up now," Yokai told him as he readied his right hand, "It's over," he stated.

"Heh," Ben laughed in response, "Don't count on me givin' up," he retorted with a smirk, about to slam his right hand on the Omnitrix dial. The masked man reacted as quickly as he could, throwing out his arm, enticing the swarm of microbots to jump up and grab him. But they were too late as he had slammed the dial of his device down, creating a green flash of light before they reached him. As it vanished, the light revealed a magma-based life form with dark red rocks over his fiery interior, radiating with heat. His head plumed fire as he had become more taller and muscular, with shoulder plates that were slightly tipped up from his arms. His feet had an oval-like design, with just two pointed two on each. In addition, he bore the Omnitrix symbol upon the middle of his chest. Some of the objects that surrounded him were singing loudly, unable to handle his heat.

"Hope you know not to play with fire," he quipped cleverly, forming a fireball upon his hands, ready to launch it at the dark clothed man, who stood his ground. The Pyronite then threw out his hands, firing a huge burst of flames like a flamethrower directly heading for his foe. However, he threw his arms up, having his remainder of microbots come up and shield him from the flames as they spread out in all directions. His opponent gasped in surprise as he stopped his attack, seeing the small machines spread apart again. "No way…" he uttered in shock.

"It's a good thing I'm fireproof," Yokai quipped, with a pole-shaped appendage of the microbots springing forward, attaching itself to Heatblast's Omnitrix symbol, causing him to gasp again.

"Babe!" Rainbow screamed as she saw what happened.

"Checkmate, boy…" the masked man uttered, clenching his right hand into a fist.

 **END**

 **Oh, jeez… Don't you hate how the last few days before college get so hectic? Don't worry, classes don't start for a week after I've moved into my dorm, so I'll focus on finishing this story in the meantime. But for now, I'd like to apologize for my infrequent production of these chapters. If I'm lucky, I'll be able to get one more chapter before I head out. And then, before school starts, I'll get the remaining four chapters done. Again, it might not happen due to other matters or such, since I'm gonna be busy making friends, learning about my new community, and interacting with my new professors. Though, I do hope you guys understand, and I especially hope that you'll continue to support me as much as you have.**

 **So, what will happen in the next chapter of "Outlook"?! Will Ben and Rainbow be able to stop Yokai?! Will Rook get over his dilemma?! Will the Plumbers save the day?! All that and more to be answered in the final part to Episode II!**

 **And on top of that, there's gonna be a sneak peek of "Resolve", the Fairy Tail/Pokémon/Beyblade crossover that's also my first T-rated story on FanFiction! If you guys want a hint for what it's gonna feature, (SPOILER ALERT!) it's a hot spring scene!**

 **I hope you guys look forward to it, and I'll see you again!**

 **QUOTE:**

 _ **Now this just got way awkward…**_

 _ **~Sunset Shimmer,**_

 _ **After Ben's confession in Fight At The Museum**_


	6. EPISODE II PART III

**Hey everyone! The college kid's still in business! I'm glad to see that there are still plenty of people checking out my stories, along with the new reviews every so often! I'm not sure if anyone else is experiencing the problem with receiving views on their stories, but that's what's happening for me. It kinda sucks that I can't find out how many views my story gets on a regular basis, but the reviews keep me going.**

 **In other news, it's the end of an episode! Which means… a new sneak peek! Now, I warn you, there's gonna be some heavy language in the little part of "Resolve" that I'm showing you, so just be on the lookout for that.**

 **And now, it's time to get back on track from where we left off last in "Outlook", with the end of Episode II!**

 **OUTLOOK**

"GAAAAAHHHH!" Heatblast screamed in agony as the energy from the Omnitrix symbol was being drained by his enemy's microbots.

"Babe!" Rainbow Dash cried out, squirming around within the encasement of machines around her body, unable to break free as they had a tight grip upon her. Meanwhile, Yokai just stood before the Pyronite, letting the small objects do their work as the light flowed into his trench coat, filling up the fourth canister upon his belt little by little.

"Not long now…" he uttered to himself, looking out at the fiery humanoid, watching him yell in pain as green sparks of electricity emerged from the device on the center of his chest.

" _ **WARNING,**_ " it suddenly stated, catching the masked man's attention, " _ **OMNITRIX POWER LEVELS DECREASING DUE TO OUTSIDE ABSORPTION FORCE,**_ " it explained, " _ **INITIATING FAILSAFE PROTOCOL,**_ " it declared, glowing in a bright green aura. The dark clothed man immediately reeled his arm back, relinquishing his microbots from their grip on Heatblast. His Omnitrix symbol then let out a burst of energy like a shockwave once again, creating a bright flash of light, which his foe managed to avoid as he jumped back, landing right next to the rainbow haired girl, who had a look of shock on her face.

"BEN!" she screamed in horror, gritting her teeth out of worry as dust followed the flash. She then glared at her adversary, who was standing beside her. "You jerk!" she shouted as tears started forming in her eyes, "I am gonna-!"

"Ergh…" a deep voice groaned, catching her attention as she looked out to see something emerge from the cloud of dust, coughing loudly. It turned out to be a dinosaur-like alien, with tannish brown skin as a green sash that had the Omnitrix symbol formed across his chest. A tail developed behind him as his feet had grown larger, along with his hands. He also gained black briefs in his appearance with his large, wrinkly face and green eyes. His physique had become muscular from the sudden transformation as well. "Uh… okay!" he said after realizing what alien he had changed into, "Now we got a party!" he exclaimed excitedly, punching his left hand with his right fist. His girlfriend smiled happily, knowing that he was all right, but his enemy didn't appear fazed by the new extraterrestrial he was up against.

"Fascinating," he complimented, readying a small swarm of his crawling machines upon his hand, catching Rainbow's eye, "But I've seen the tricks of your device…" he muttered.

"Oh, yeah?" Humungousaur questioned, "Well, get ready for one-!"

" _ **OMNITRIX POWER LEVELS DECREASED TO EIGHTY PERCENT CAPACITY,**_ " the device on his sash interjected, " _ **INITIATING RECHARGE MODE,**_ " it stated, much to his surprise as his eyes widened.

"W-Wait a sec!" he stammered, "Override!" he commanded, while his opponent threw out his small swarm of microbots like a baseball at the Vaxasaurian, "Code-! Mmmph!" he muffled as the small objects came over his mouth, muting him from saying anything else. In a bright flash of green light, he morphed back into Ben, with the machines falling from his lips, crawling back to their user.

"Peh! Bleh!" he spat, wiping his mouth with his right hand while the masked man approached him.

"I saw how your 'failsafe' worked the last time," he explained, getting his attention, "And while I can only absorb about twenty percent of your device's power before it activates," he continued, making his enemy cringe nervously, "I can still make sure your extraterrestrial forms aren't a nuisance," he stated, readying his microbots again around him, preparing them to strike his foe, "Like I said…" he started to say as the boy before him backed away out of fear, "this… is checkmate," he declared, throwing his arms out.

 **EPISODE II PART III**

Ben gasped in fright as a huge wave of the machines was about to come down upon him from his foe.

"Ben!" his girlfriend cried out, squirming to try and free herself from the encasement of microbots that she was trapped in, "Gah…" she grunted out of frustration as she was unable to do so. Suddenly, a green beam of light zoomed be from above, blasting the wave of the little objects apart.

"What?!" Yokai exclaimed, looking up to see three Plumber star fighters flying in, firing more laser beams towards him, enticing him to fall back, putting makeshift walls of his machines up to shield himself as he ran. Upon noticing the ships in the sky, the Omnitrix bearer smiled in relief, and then saw Rainbow start to struggle in her trap, breaking it to pieces in an instant by extending her wings and arms out. With that done, she flew out, much to the masked man's surprise as he noticed her too late, taking a kick to the torso from her right leg. He went down on his hands and knees afterwards, cringing in pain and breathing heavily while his microbots stopped moving.

"Ha!" the rainbow haired girl laughed as she landed next to her boyfriend, deactivating her magic, "We got him on the ropes!" she exclaimed delightedly, pumping her right fist.

"Yeah, I hope so…" Ben said, somewhat concerned for his allies in the sky.

"Ergh…" the dark clothed man grunted, slowly standing back up. As he felt his head in pain, the star fighters began to surround him from three different directions in midair.

" _Attention, criminal,_ " one Plumber stated through the loudspeaker of his vessel, getting Yokai to turn and face the ship, " _place your hands in the air and surrender yourself immediately,_ " he ordered. His target glanced around at the fighters, seeing their energy readings through the eyes of his mask.

"Such power…" he noted, chuckling as he clenched his fists tightly.

" _I repeat,_ " the intergalactic officer began, " _place your hands in the air and surren-!_ " Before he could utter another syllable, Yokai extended his arms out to their respective sides, causing the huge remainder of his microbots to spread out around him, and then suddenly shot up in the form of three separate spikes, each piercing through a star fighter completely. The Omnitrix bearer and his girlfriend gasped in shock, but breathed out sighs of relief upon seeing the pilots eject themselves from their ships safely, floating to the ground with parachutes over their heads. Meanwhile, green light began pouring into the makeshift, pointed pillars, flowing to the dark clothed man.

"Perfect…" he uttered out of satisfaction, with the luminosity filling up the fourth canister within his trench coat, upon his belt. The fights upon his machine-made spikes then suddenly fell apart, smashing into the pavement with a loud bang, "Guh…" he groaned, "Still not enough…" he muttered out of annoyance in realization. Just then, something crashed through the brick walls that surrounded the lot, catching his attention. Plumber tanks began coursing in, aiming their cannons at the masked man. Despite the readings of powerful energy he was seeing from the armored vehicles, he started to flee, using his little, black objects to propel himself over the remaining ramparts, but not before his enemies fired laser blasts him, striking the microbots, causing them to burst into pieces. As he got away though, the cisterns followed in pursuit, bashing through the brick barricade to chase after him. In the meantime, Ben and Rainbow ran over to the busted barrier, having witnessed everything.

"Uh… should we tell 'em their tanks and ships are gonna be turned into scrap by that guy?" the latter of the two asked her boyfriend, raising her eyebrow nervously as she clenched her teeth.

"It's not him; it's those… things he has," he explained in response, "They sucked out some energy from the Omnitrix," he began, "and I bet they did the same with those ships," he pointed out, seeing the three pilots around the remains of their crafts, having gotten to safety.

"Well, what do we do then?" his girlfriend asked worriedly, "We've tried taking him out," she noted, "and that didn't… work…" she finished slowly, as she and the Omnitrix bearer both began to realize something, widening their eyes.

"That's it!" they exclaimed simultaneously, pointing at each other with smiles on their faces. Elsewhere, the Skipper was soaring across the skyline, with both Max Tennyson and Sunset Shimmer inside, as the former of the two was at the controls, piloting the craft. He was sporting an armored arm over his right, equipped with a shoulder strap and belt that blaster clips for weapons, and wore a scanner headset over his right eye.

"Patelliday, give me an update," he said through the radio system of his vessel.

" _Gamma squad's ships got taken out by that hooligan your grandson talked about,_ " the Piscciss Volann replied in communication, " _but Alpha's tanks are closin' in on 'im right now,_ " he reassured.

"Any sign of Blonko?" Sunset chimed in, much to the human Magister's surprise.

" _Uh… no,_ " the fish-like alien responded, " _We've got no reading on Agent Blonko's ship or the man himself,_ " he told her.

"Okay…" she replied, putting her right hand up to her chin in thought, "I could've sworn I saw him fly out in that ship of his…" she noted.

"You seem pretty worried about him," Max noted, with his ship still flying over the buildings below.

"Well, yeah…" the red and yellow haired girl responded, "Besides the fact that he's gonna be my teammate and all," she began to say, "I noticed how weird he was acting earlier, and before we left…" she mentioned, "You said he was reading a letter from home, right?" she questioned, getting a nod in reply from the Magister, "I wonder what was in it…" she pondered, giving off a sympathetic look on her face. Suddenly, something within her jeans began glowing a bright green, catching her attention as she pulled something out of her pocket, being her MPG. She quickly pressed its center button, causing a holographic image of Ben to appear above it, who appeared to be running.

" _Sunset!_ " he exclaimed, much to her surprise as her eyes widened, " _A_ _re you with my grandpa?_ " he asked.

"Uh, y-yeah," she stuttered in response, "We're heading downtown now," she told him.

"Ben," Max chimed in, getting their attentions, "how's it going down there?" he questioned.

"Eh, bad…" his grandson replied bluntly as on the streets below, he and his girlfriend were running after the trail of destruction left behind by their enemy, which included a few decimated Plumber tanks, "This guy's whatevers are taking out any tech thrown at 'em," he explained, causing the two within the vessel in the sky to both raise their eyebrows in confusion, glancing at each other.

"What do you mean by… 'whatevers'?" the older of the two asked.

" _Like these weird, little, black things he uses to fight,_ " Rainbow interjected in response, jumping into the conversation from the communicator, " _And he's got billions of 'em!_ " she added, just as her schoolmate took notice of something in the distance, which landed onto the roof of a building. It was Yokai, as his microbots crawled after him to the top, causing the girl within the Skipper to gasp in shock.

"Mister Tennyson, watch out!" she exclaimed, making him turn and look forward, widening his eyes as he dark clothed man throw his right arm out, enticing his machines to form into two large, pointed lances, heading straight for the vessel. They impaled through it just before the cockpit, stopping it completely as it began sparking wildly. Reacting quickly despite the recoil, Sunset activated her Equestrian magic, with her amber skin, pony ears, and ponytail all appearing upon her. She then placed her left hand on the Magister's right shoulder, causing him to turn his head and see her begin to look down at the roof of another building. In a brilliant flash of light, they both teleported out of the ship, just before it exploded massively, with pieces of metal plummeting to the ground below. The red and yellow haired girl reappeared in a bright flash with the old man, both landing onto the roof she had seen. While Max breathed out a sigh of relief, his new ally rushed over to the edge of the building, noticing their foe was heading back onto the city streets upon his multitude of little objects, creating a panic amongst the citizens below.

" _Sunset, you okay?_ " the Omnitrix bearer's voice chimed in from the MPG, " _We lost you there for a sec…_ " he noted worriedly as she held the device out in front of her face.

"We're fine," she reassured, "But that guy you were talking about almost blew us out of the sky…" she told him, making him gasp in surprise.

"Where are you now?" he asked from the streets below, still running with the rainbow haired girl as they turned a corner.

"Up on a building near that… large, golden tower," the red and yellow haired girl replied, "That guy's heading towards it," she added, noticing him use his microbots to pick up another Plumber tank that had been pursuing him for a while, crushing it completely after the men inside escaped frantically.

" _We're on our way,_ " Ben declared over the MPG, which then shut off as his projection that was over it vanished. Sunset looked out at the destruction caused by their enemy, developing a nervous look on her face, while the sun had completely set, revealing the night sky. But then, she took a deep breath, pressing the red button at her belt, making her Proto-Tech Exo Armor unfold out over her body, covering her up to her neck.

"Mister Tennyson," she began, getting the Magister's attention as she turned around to face him, "I'm gonna go help the others," she told him, "Are you gonna be all right here?" she asked.

"Don't worry about me," he reassured, "I'll call for a ship," he said, "Go and help Ben," he told her, making her nod in reply before running out the edge of the building, leaping off of it and then teleporting in a bright flash of amber light. She reappeared on the roof of a smaller building she had seen, looking out from it to notice Yokai still charging through the streets, but also saw the Omnitrix bearer and his girlfriend chasing him. Smiling out of reassurance, she transported herself once again, rematerializing right between the two, causing them to both gasp in surprise.

"Jeez!" Rainbow exclaimed, "Heads up much?" she quipped sarcastically with her left eyebrow raised.

"Sorry 'bout that…" her schoolmate apologized sheepishly as they continued running after the vigilante, "What's the plan?" she asked, turning her attention to the teenage boy beside her.

"We're gonna try to take out the things he's been using to flatten everything in his path," he explained in response, tapping the lid of the device upon his left wrist, causing the green, circular, holographic screen to appear over it, only with an icon of a caution symbol showing up, making its user groan in displeasure, "I'm timed out right now," he noted as it disappeared, "so you're on your own for a bit…" he told the two girls.

"No worries, babe!" his girlfriend reassured, "We'll totally take that guy down!" she declared excitedly, punching her left hand with her right fist before transforming in a bright flash of light, having her cerulean skin, ponytail, pony ears, and wings all appearing upon her.

"Definitely," her friend agreed, placing her Proto-Glasses over her eyes as she ran forward, with an amber colored aura materializing upon her hands as she clenched them into fists. She and the rainbow haired girl charged towards the masked man, who was finishing his process of taking the energy of another Plumber tank. The officers inside escaped hurriedly, running off in a panic while still having their blasters on hand.

"Gah…" the dark clothed man grunted in frustration, "All this energy, and it's still not enough for the fourth…" he complained as he had the objects toss the vehicle aside, letting it smash into some parked.

"Hey, black and white!" a voice called out mockingly, catching his attention as he turned to see the two girls heading towards him, "Get ready for a Canterlot crushing combo!" she proclaimed, dashing at her enemy. He threw out his right arm, sending out his machines in the form of a lance, which she dodged easily, spinning out of the way. Just then, a beam of magical light zoomed by, striking the makeshift weapon, causing it to burst into pieces.

"What?!" he exclaimed, looking out to see Sunset firing more beams of amber light at the multitude of microbots, making more and more of them shatter apart and break. Frantic, Yokai had some shield him, while he used others to grab a few cars that were parked on the side of the street. He threw his arms out, launching the vehicles towards his two foes.

"Whoa!" Rainbow exclaimed, avoiding one of the oncoming cars, having to fly down to evade more. Meanwhile, her friend just disappeared in a bright flash of light, much to the surprise of her adversary as he began to look around for her, panicked. She rematerialized right before his wall of small machines, clenching her right fist as it glowed in its amber aura, smashing through the shield with it, breaking it into pieces. Out of shock, the masked man jumped back throwing out his arms to entice his machines to try and grab her. But suddenly, she teleported away, avoiding the attack as she then reappeared over them, firing another magical blast down before her foe's feet, knocking him back as he tumbled across the pavement of the road, coming to a stop moments later. He got back up though, growling angrily as he had his microbots return to him, while more Plumbers began to gather on the scene, aiming their weapons at him, being blasters and rifles.

"All right, ya hooligan," Patelliday began as he was among the group of officers, as the rainbow haired girl came down, landing next to him while her friend stood beside him, "hands in the air and we'll-!" Suddenly, the dark clothed man threw out his arms, causing the remainder of his small objects to spread forth, knocking down all of the soldiers before him in loud hollers. However, the two girls jumped out of the way of the attack, with the winged one flying right towards him. He quickly reacted, pulling his machines back and clenching his right fist, swinging it upward, causing multiple spears of them to spring upward, about to strike his enemy. She span out of the way of all of them, on a direct course for her adversary as she clenched her right fist, ready to hit him with it. But without any warning, he threw out his left arm, causing another set of his microbots to spring up and grab the girl at the neck, halting her completely in midair.

"Guh…" she uttered, reaching to her neck as she was being choked by the objects, trying to remove them.

" _Don't_ get in my way again," Yokai began to her, menacingly readying his hand, "or this'll happen," he declared, about to have the machines squeeze her neck. Suddenly, a beam of amber light zoomed in, striking the makeshift appendage, and shattering it to pieces. The masked man gasped and jumped back, seeing that the red and yellow haired girl had shot another magical blast. She charged at him while her friend went down onto her knees, trying to regain her breath. From afar, Ben stood by, seeing the Plumbers and his Omni Force teammates continue to attack the vigilante, but it came to no avail as he re-gathered his microbots, using them to push back the officers, minus Rainbow and Sunset, who were continuing to assault him.

"Agh…" he groaned in frustration, wanting to help, but couldn't do much as the device on his wrist was inactive.

" _ **RECHARGE COMPLETE,**_ " it suddenly stated, much to his surprise as he looked at it, " _ **ALL FUNCTIONS NOW AVAILABLE,**_ " it said, causing him to smile widely.

"All right," he uttered, tapping its lid, causing the green, circular, holographic screen to appear over it, having icons of his aliens upon it, "I don't care what you give me," he continued as he scrolled through the index, "just make sure it's good!" he demanded, sliding the lid open, making the dial pop up. He slammed down on it with his right hand, creating a bright flash of green light as his body began to transform, with yellow fur beginning to grow all over his body. He became a Sasquatch-like alien, having green eyes with black pupils. He had metallic gray circular bolts on both sides of his wrists and on his lower jaw, yellow and black fur, four fingers, and yellow horns over his eyes. To top it off, the Omnitrix symbol was located upon a green and white belt at his waist.

"Shocksquatch?" he uttered in surprise, "Heh, okay," he laughed, running forward towards the fight. As the masked man continued to try and grab the two girls with his machines, the red and yellow haired one kept on teleporting herself away from his makeshift spears, avoiding each attack while he began to get frustrated.

"Gah!" he yelled out in annoyance, as both girls were becoming nuisances to him, "That's enough!" he shouted, sending his microbots out all around him, trying to catch the two.

"You bet it is!" a deep, Canadian-accented voice proclaimed, getting his attention as he saw the Gimlinopithecus approaching him, "Let's see how your little friends like a shock to their system, ey!" he suggested, jumping up and slamming both of his fists against the pavement, creating a fissure of electricity that was heading straight for the dark clothed man, which struck both him and his machines.

"YAAAAHHHH!" he cried out in pain as his body was electrified, causing him to fall down to his knees from the agony he suffered. However, his microbots seemed to be unaffected, though they weren't moving. The yellow furred alien walked up to him while Sunset, Rainbow, and the other Plumbers surrounded him as well.

"All right, bub," Shocksquatch began, "ya better start talkin'," he demanded, crossing his arms, "What do you want with our tech, ey?" he asked with a stern look upon his face.

"Ergh…" he grunted, trying to stand back up on his feet as his small objects began to buzz.

"Whoa there," the rainbow haired girl chimed in while he struggled to get up, "My boyfriend just zapped you big time," she noted, "I don't think you're gettin' up any time soon," she declared confidently. But her eyes then widened as she saw him get on his feet, stumbling back slightly. He regained his balance though, clenching his fists tightly while he breathed heavily.

"I've… HAD ENOUGH!" he declared angrily, throwing his arms out as his microbots swarmed around him, striking back everybody except for Sunset Shimmer, who teleported onto the roof of a parked sedan, "You're all just… pests!" he yelled, using his machines to grab parking meters, stoplights, cars, and lampposts, tossing them towards the army of enemies that were before him, "But you don't understand what I'm trying to do!" he proclaimed, knocking back both the Gimlinopithecus and the rainbow haired girl with the same car, sending them smashing through the glass window of a building. The Plumbers also found themselves getting hit by the inanimate objects, rolling across the pavement, and even getting thrown into concrete walls. Being the only one still standing, the red and yellow haired girl jumped up, reeling her arms back, and then hurled them together, firing a bright beam of amber light at her foe. However, he hopped back, avoiding the magical ray as it struck the ground before him. He then threw out his right arm, enticing his objects to spring forth, about to spear the girl. Suddenly though, she vanished in a bright flash of light, reappearing right beside him. He had more of his microbots attempt to nab her again, but she disappeared, letting them strike nothing but each other, causing them to fall apart. Although he failed to catch her again, Yokai stood firm, clenching his left hand into a fist.

"Ah!" a voice suddenly yelped behind him. He turned around to see his foe within the grasp of his little machines, which were crawling all over her as she squirmed.

"Predictable…" he uttered in a mock-disappointed tone as he walked to her, looming over her with a towering presence, "But I must admit," he began, getting her attention, "that armor of yours must be quite durable to have survived all this nonsense…" he noted, looking at it through the eyes of his mask, which showed that the protective covering had strong energy readings, making him chuckle, "Looks like I found my next energy source…" he declared, causing her to gasp. In almost an instant, she teleported away out of fright, but the dark clothed man just scoffed, throwing out his right arm to the side. The moment she reappeared, a makeshift spear of his microbots struck her in the chest, sending her crashing into the windshield of a parked SUV.

"Uh…" she groaned in pain, slowly opening her eyes as she tried to sit back up on the hood of the vehicle. The masked man trotted over, readying his machines as they buzzed around him.

"Don't try that again," he advised, "or else this'll get much more painful…" he noted, with his objects swarming the SUV, prepared to latch onto the girl's armor. From afar, Shocksquatch and Rainbow re-emerged from the building they were flung into, gasping to see their teammate about to be attacked.

"Sunset!" the rainbow haired girl cried out in shock, just as the microbots were about to crawl onto her schoolmate. Suddenly, a sound of a zooming object caught Yokai's attention, causing him to look up and see a missile heading towards him. He quickly jumped back, letting it impact the slew of his microbots, creating an explosion that blew him back a bit. When the dust settled, he took notice of a figure atop a building that stood yards away from him. It was Rook, who then fired a grapple line down at a fixed lamppost from his Proto-Tool, which wrapped around it, allowing him to swing down and land before the enemy, with the cable reeling back into his weapon. He got into a battle ready stance, transforming the armament into a makeshift power sword, with an orange, glowing blade.

"Rook!" the Gimlinopithecus exclaimed in delight, running out to him with his winged girlfriend. He then stuck his hand out before them, much to their surprise as they halted themselves.

"Hey, what gives?" Rainbow asked in an upset tone. Her friend then got up from the SUV, standing up and rushing over, noticing the serious look in the Revonnahgander's eyes as she developed a worried expression on her own face.

"Where the heck have you been, ey?" Shocksquatch asked, placing his hands at his hips out of annoyance.

"I… have been busy with other matters," his partner responded slowly, not ready to reveal what had conspired earlier in the day.

"Busy with _what_?!" the rainbow haired girl questioned angrily, "Rook, we almost got killed by this guy 'cause you didn't pick up your-!"

"Enough!" he yelled in interruption, much to their surprise, "I am sorry for being late," he apologized, "but I am here now and ready to help!" he declared, directing his weapon at Yokai, who had taken notice of it, seeing its energy readings through the eyes of his mask.

"Fascinating…" he uttered, readying his fingers as the microbots swarmed around him, catching the Gimlinopithecus' attention.

"All right," he chimed in to his teammates, "let's haggle 'bout what happened for later, ey?" he suggested as they all nodded, getting into battle ready stances, "Right now, we need to stop this guy before-!

"HAAAAHHHH!" the Revonnahgander cried out in interjection, rushing forward toward the vigilante.

"Hey, Rook!" Rainbow yelled, "Wait a sec!" she demanded, but was too late as he swung out his weapon, coming into contact with the dark clothed man's machines, slicing them into pieces while he stepped back. He then threw out his arms, sending a slew of his objects right at him in the form of a large javelin. The alien held the Proto-Tool out in front of his body, having an orange energy shield appear over it, blocking the attack completely. Quickly reacting, he shifted his versatile weapon into a staff, spinning it around, breaking the microbots apart from each other as he then let out another battle cry, charging at his foe wildly, while he had his machines form into makeshift blades over his arms.

"Whoa…" Sunset uttered out of awe, "I never knew Rook was so… vicious…" she noted, seeing him cut the knife-edges of his enemy.

" _That's_ because he isn't," her friend noted, having her ears flop down worriedly.

"Wh-What do you mean?" the red and yellow haired girl stammered in question.

"Rook's a fighter," Shocksquatch responded, "but he ain't the kinda guy to rush into a fight…" he mentioned, looking on out of concern as well. His partner transformed his weapon back into its original blaster mode, firing a few shots from it, striking the machines of his enemy as they were being used to shield him, shattering them into pieces. The remaining ones lunged forward, about to hit him, but he jumped forward, somersaulting in midair while the Proto-Tool shifted into a power blade again. He let out another cry as he was about to swing it down onto Yokai, but he caught it in his hands, stopping it just before it could reach his mask. The Omni Force members gasped in surprise, while the Revonnahgander himself gritted his teeth together in frustration, trying to finish his opponent off.

"You… will not… beat me!" he declared, strengthening the grip on his weapon.

"Heh, heh…" the masked man chuckled in response, "The thing is," he began, getting his attention, "I don't have to," he stated, much to his adversary's confusion as he raised an eyebrow, "All I need is your weapon," he proclaimed, as suddenly, his microbots began crawling out of his sleeves, latching onto the Proto-Tool while its user gasped, seeing them practically break through the metal of it. In a mere matter of seconds, the versatile armament broke down into pieces, causing the alien Plumber and his friends to widen their eyes in shock.

"My Proto-Tool!" he exclaimed, while the small objects retracted back to their manipulator, carrying an orange light within them. They then poured it into the fourth canister that was on the belt under his trench coat, filling it up all the way to the brim. It then closed up with the sound of a click, indicating that it was completely full.

"Four down…" the dark clothed man uttered, while Rook began clenching his teeth in frustration, closing his hands into fists. He was about to strike him with his right, but out of nowhere, some of his machines sprang up and grasped his arm, much to his surprise. "Please," his opponent pleaded, shaking his head in a disappointed fashion, "don't try it," he advised, suddenly using the makeshift appendage to toss the Revonnahgander, sending him crashing into a lamppost in a loud holler as his teammates watched on in shock.

"Rook!" the Gimlinopithecus cried out, running over to check on his partner. Meanwhile, the girls got back into their battle ready stances, with Sunset preparing the magical aura upon her hands, while her friend floated in midair, flapping her wings. The masked man took a step back, taking notice to the fact that despite the amount of objects he had left with him, he would be unable to handle the two foes before him. He threw out his left arm as he reached into his coat with his right, enticing the full remainder of his microbots to all lunge out at them in the shape of large spears. The red and yellow haired girl had a magical barrier appear before her and Rainbow, blocking the attacks as the provisional weapons broke apart, but they didn't see Yokai fleeing the scene, turning a corner into an alleyway, having pulled out what he needed in his right hand.

"Where'd he go?" the rainbow haired girl asked, looking around as her friend had stopped all of the machines from hitting them. she then concentrated her sight through her Proto-Glasses, trying to find a sign of their adversary. Suddenly, it was indicated that he was down the alley through the lenses.

"Over there!" she pointed out, running towards it with her schoolmate. Just then, a bright flash of red light appeared before they could enter it. Once they did, they saw no trace of the enemy.

"Aw, come on!" the winged girl complained, crossing her arms out of frustration as apparently, their foe had escaped, much to the surprise of Sunset as her eyes narrowed in thought.

"How'd he get away like that…?" she asked herself, placing her right hand onto her chin as she pondered the situation. Moments later, the two girls trotted back over to their teammates, as Shocksquatch was lifting Rook off from the ground.

"Easy does it, ey," the yellow furred alien advised as he got his partner back on his feet, "So," he began to his girlfriend and her friend, "he got away, ey?" he guessed, getting nods in reply from the both of them.

"It seemed like he had to…" Sunset admitted, picking up a microbot from the pavement, holding it in her fingers, "He didn't have a lot of these things as the fight kept going," she noted, using her specs to try and scan the small object. Meanwhile, Rainbow glanced out at Rook, who had a very upset look on his face.

"Hey," she chimed in, getting his attention, "now that that the whole… 'bad guy fiasco's' over," she continued, "you mind telling us why you didn't show up sooner?" she questioned, crossing her arms as he looked away for a moment.

"And why didn't you pick up your MPG?" the Gimlinopithecus asked, making him glance down shamefully.

"I…" he tried to say, but just sighed deeply in response, causing the group to all raise their eyebrows in confusion.

"Rook, are you okay?" the red and yellow haired girl asked out of concern, taking off her glasses while both she and the rainbow haired girl deactivated their Equestrian magic in bright flashes of light.

"I… am just under a lot of stress," he replied, "You do not need to show any concern for me," he told them, "I am fine," he reassured, taking out his Plumber badge and pressing a button upon it.

"Well, partner," Shocksquatch began, "if ya ever need to talk about somethin'," he continued, "feel free to ask, ey," he said, placing his left hand on the Revonnahgander's right shoulder, causing him to look back at the Gimlinopithecus, not smiling at all. Just then, the air began to swirl around them as they took notice his Proto-TRUK hovering down, floating just above the pavement. Its pilot ran towards, about to embark it.

"Wait, Blonko!" Sunset cried out, getting his attention as he turned to face her, still looking disappointed in himself, "We're gonna be here for you," she promised, "We're your friends!" she added in a pleading tone. Though he was surprised that she called him by his actual name, the alien Plumber turned away and got into his ship, floating it upwards before flying off through the night sky, heading towards space. Down on the pavement, the wind rushed by, blowing through the hair of the two girls, with the armored one brushing it aside as she looked up at the starry sky with a sympathetic look on her face.

"Okay, that was weird…" Rainbow confessed, while the Omnitrix symbol upon the yellow furred alien timed out, transforming him back into her boyfriend.

"Yeah," he agreed, "And that wasn't typical Rook weird…" he added, while his new teammate watched on worriedly, still holding the microbot in her fingers.

"Ugh…" Fistrick groaned as he was still trapped in the warehouse doors back in the suburbs of Undertown, being left there for the whole afternoon. He was pretty close to falling asleep out of fatigue, but then took notice of a bright flash of red light, causing him to shut his eyes before seeing Yokai standing before him. "Bro…" he uttered, bracing himself for another attack. The dark clothed did reach his left arm out, but didn't attempt to hurt the black market dealer as a single machine of his sprang out from him, landing onto the palm of his hand, much to his surprise. "Y-You had a chip on me?!" he stammered in shock.

"Technically, it was a way to track you," the masked man corrected, "but yes," he said, "I need you for a few more things," he told him, pulling out something from his coat in his right hand. The brawny man's eyes widened as he saw what he had: a duplicate MPG that was a dark, navy blue, and had a red, glowing center.

"Th-That's-!" But before he could say anything else, his former partner pressed the center icon, causing a red portal to suddenly appear behind him, with its vortex swirling slowly.

"Time to go," he stated, as a huge slew of microbots emerged from the hole in space, forming into a large claw that was about to grab Fistrick.

"No…" he pleaded as they made contact with his body, "No!" he yelled out of desperation as they began to pull him in, "NNNOOOOO!" he screamed just before his body vanished into the vortex with the machines.

"Two more to go…" Yokai uttered as he walked into the portal, which closed after a few moments in a bright flash of light.

 **END**

 **Done! Well, I'm in college and I've got a busy schedule! But that doesn't mean I'm gonna stop writing! Also, it's my birthday today! And it would make me all the more happier if you guys could leave your comments, questions, or concerns about the story in the review section.**

 **By the way, it's the end of an episode! So that means… another sneak peek! This time, we're doing "Resolve", the Pokémon/Fairy Tail/Beyblade crossover I've been thinking about for a really long time, and I'm really excited to write. Keep in mind, it is T-rated, so naturally, there'll be some heavy dialogue and different themes than you'd normally see me publish. With that said, here's the sneak peek!**

 **SNEAK PEEK**

 **"Whoa!" Ash exclaimed in surprise as every man except for him, Pikachu, and Gingka had left the men's side of the bathhouse, running off in a hurry, "What was…** _ **that**_ **all about?" he asked, raising his right eyebrow.**

 **"Pika pi…" his partner Pokémon responded in confusion, tilting his head.**

 **"I've got no idea either…" the beyblader added, placing his hands on his bare knees in thought, pondering the announcement that just occurred. '** _ **That was really weird…**_ **' he admitted to himself, '** _ **All those guys got so excited when they heard that loudspeaker go off,**_ **' he noted, placing a hand upon his chin as steam continued to accumulate around the formerly crowded hot spring.**

 **"KYAAAAHHHHH!" a voice shrieked, catching his and his friends' attentions as they instantly jerked their heads up in surprise.**

 **"What the hell?" Gingka uttered, arching his left eyebrow.**

 **"It sounded like that came from the women's side…" Ash pointed out, going further into the water, heading for the stonewall as his shoulders began to sink into the warm liquid of the pool.**

 **"Pika pika!" Pikachu yelled, beckoning his trainer to halt his attempt of investigating, causing him to stop and turn around.**

 **"Uh, right…" he realized, "Can't go off and find out like that," he noted jokingly, rubbing the back of his wet head sheepishly while chuckling. His partner however, gave him a rather serious glare in retribution, as he was almost about to commit a very disgraceful act.**

 **"Heh," his friend laughed, crossing his arms over his wet, well-toned chest. '** _ **Still, that was pretty weird…**_ **' he confessed to himself. Suddenly, more screams and shrieks emerged through the walls, getting his attention, along with the other two persons in the hot spring. '** _ **What the heck's going on over there?**_ **' he asked himself, '** _ **Those don't sound like the most playful of screams…**_ **' he noted. Just then, his eyes jerked open in shock as he recalled something. '** _ **Th-That announcement said now was the bathhouse's… m-mixed hour…**_ **' he remembered, with his thoughts stammering, '** _ **But that means…!**_ **' he began to realize, reminiscing the events that happened before he had gone down to the bathhouse with his friends.**

 ***FLASHBACK***

 _ **"A b-bathhouse?" Gingka stuttered in surprise, with his cheeks turning a bright red, along with his friend's.**_

 _ **"Yes, of course," the hotel owner responded, having a big smile plastered on his face, "Our springs should be able to relax your bodies before you set out on your mission in the forests tomorrow," he reassured.**_

 _ **"Uh… yeah…" the beyblader agreed nervously, looking off to the side.**_

 _ **"If you're concerned about the bath itself," the brown, pompadour haired man began to say, getting his attention, "I should let you know that it's separated by gender for most of the time," he noted.**_

 _ **"It is?" Ash questioned as he chimed into the conversation.**_

 _ **"Well, that's good to hear," Gingka said, looking back at Erza and Mirajane, who both had mere grins upon their faces, much to his surprise as he blinked. 'Guess they knew about that little fact beforehand…' he inquired to himself, letting a smile come across his face, 'Maybe I overreacted a little back there…' he confessed to himself.**_

 ***END FLASHBACK***

 **'** _ **Most?!**_ **' the beyblader exclaimed inwardly in realization, '** _ **That means this… "mixed hour" is…!**_ **' he began to realize, blushing madly while his heart began to beat wildly.**

 **"Hey, Gingka," Ash called out, catching his attention as he looked over to see him float back towards the rim of the pool, being right beside his Pokémon, "you hear that?" he asked, gesturing towards the stonewall of the area. His friend blinked in surprise before narrowing his eyes toward the wall, trying to concentrate his hearing. After taking a listen, he jerked back upon his stool in shock, causing it to wobble slightly for a moment. "Doesn't it sound like there're men in there?" his comrade questioned, having a look of concern upon his face.**

 _ **'That pretty much answers that,**_ **' the beyblader muttered to himself in realization, '** _ **The baths are mixed now, on whatever side!**_ **' he noted, looking down while still blushing.**

 **"Hold on…" the Pokémon trainer began to realize, with his face starting to turn a bright red, "B-By m-m-mixed hour," he continued while beginning to tremble and stammer, pointing at the wall while looking at his friend, "do th-they mean the baths a-are f-f-for-?!"**

 **"Both genders, yeah," Gingka interrupted in response, causing him to blink rapidly in shock before his entire body became a bright red. Meanwhile, his partner paid no heed to the revelation, sinking down into the water, with only his ears, eyes, and nose out of it.**

 **"Huah…" his owner uttered out of astonishment, about to fall over into the water. However, he shook his head, managing to regain himself while he still had a blush upon his cheeks. "So… does that mean** _ **we**_ **can go into the women's bath?" he inquired, causing the beyblader and the Mouse Pokémon to widen their eyes in surprise.**

 **"Pika…" the latter of the two uttered angrily in reply, having his lightning bolt tail emerge from the water, glowing a silvery white as he threatened to strike his trainer, making him cringe in fright.**

 **"I wasn't gonna! I wasn't gonna!" he claimed repeatedly in a pleading tone, bowing to the Electric type, who rolled his eyes.**

 **"Don't even think about it," Gingka advised, rubbing a washcloth on his left arm with his right hand.**

 **"I just** _ **said**_ **I wouldn't!" his friend shouted while he remained at shoulder depth in the pool, seeing the beyblader begin to wash down his other arm, "Anyways," he started to say, "I wonder how Erza and Mira are dealing with this… "mixed hour"…" he pondered, with his face still being a bright red.**

 **"Who knows?" the spiky, red haired boy sitting on the stool responded, wringing the washcloth out before scrubbing it down with more soap, "I'm surprised no guy's cried for help over on that side," he admitted jokingly.**

 **"Heh, yeah," the raven-haired boy agreed with a laugh, "Knowing Erza, she'd probably wipe the floor with all of 'em," he noted in consideration.**

 **"Pika pika," his Pokémon concurred with a nod.**

 **"Yeah…" Gingka uttered, looking away in thought. '** _ **Why don't I hear any other commotion besides those perverted guys?**_ **' he asked himself, raising an eyebrow in confusion.**

 **"Well," Ash began to say as he folded his arms behind him, feeling relaxed in the pool, "at least we got the bath to ourselves now," he pointed out, grinning widely. His friend chuckled at the remark, forgetting about his previous reflection.**

 **'** _ **Maybe I'm just overreacting about all this again…**_ **' he suggested to himself, '** _ **I mean, it's not like Erza would-**_ **'**

 **"Pika?" Pikachu suddenly said as his ears twitched, interrupting the beyblader's thought as he looked over, seeing the Mouse Pokémon turning his head towards the curtains to the entrance of the hot spring.**

 **"What's the matter, buddy?" his trainer asked, taking notice to the Electric type's twitching, pointy ears.**

 **"Pika pi, pikachu…" he responded, gesturing towards the entrance with his right paw. Gingka gasped quietly in surprise, and then closed his eyes, concentrating his ears once again to try and hear something.**

 **'** _ **If Pikachu's hearing what I think he is…**_ **' he began to himself, "** _ **then we've got a-**_ **' He stopped his thought suddenly as his eyes widened, having caught the sound of footsteps approaching the area.**

 **"S-Someone's… coming…" he stammered, trembling a little while he caught the attentions of both his friend and the Mouse Pokémon as they turned their heads to see him.**

 **"Who, Gingka?" Ash asked, arching his right eyebrow in confusion.**

 **"Uh… probably just some guys passing by…" the beyblader inquired in an unsure reply, "Or I guess the bath's not gonna be kept to ourselves anymore," he added with a nervous grin, to which made the Pokémon trainer smile back.**

 **"Ah, well," he sighed, continuing to relax himself in the pool, putting his arms up against the rim of it, "at least we're having a good time," he pointed out, chuckling slightly, making his friend do the same, along with his Pokémon. Unbeknownst to them for the moment, the curtains to their side of the hot spring flapped open, as two figures with bare, wet feet walked inside.**

 **"Well, this is a surprise," a familiar female voice uttered, getting Gingka's attention as his eyes widened in surprise. Ash and Pikachu glanced over to see where the sound came from along with their friend. Their mouths then gaped open in surprise while their eyes just blanked out. At the entrance, both Erza and Mirajane stood, wearing nothing but white towels to cover the assets of their voluptuous bodies.**

 **"We didn't expect to see you two still here," the latter of the two girls admitted as her bangs hung from her wet face, while she smiled with a little giggle. The Pokémon trainer just blushed profoundly, with his whole face turning a bright red. His comrade out of the water however, just stared ahead with a blank look upon his face at the two S-Class mages.**

 **'** _ **Crap!**_ **' he screamed inwardly as his body began to sweat nervously.**

 **END**

 **And that's that! Now keep in mind, my college schedule's a bit packed with what I'm doing during the opening weekend and my first week of classes, so writing's unlikely to happen until the weekends. And even that's gonna be tough with all the stuff I wanna do here! Nevertheless, I want this story to be done before the end of 2015, and I'll do my best to make that a reality.**

 **Until then, I'll see ya later!**

 **QUOTE:**

 _ **Can somebody please knock some sense back into him?**_

 _ **~Rainbow Dash,**_

 _ **referring to Ben in Stuck On You**_


	7. EPISODE III PART I

**Hey there, everybody! Thank you all so much for the birthday wishes! I'm starting classes here in college, so chapters will be coming out on weekends at the latest. Furthermore, please don't try and be pushy with me on the subject of how infrequent the chapters are. I trust that they'll be worth it when they come out.**

 **With that aside, I'm sure you're all wondering what sneak peek will be coming out at the end of this episode. After the surprise bomb I gave in "Titan's Loyalty" with the reveal of "Going Wild", that story's gonna be the next one to receive a sneak peek at the end of this episode. And, at the end of this story's epilogue, there'll be a sneak peek of "Visitors": the big Fairy Tail crossover with the other Omni Force members! Minus Rainbow and Sunset unfortunately, as this takes place before they met Team Omniverse…**

 **But enough with that. It's time to get back into the groove with more "Outlook"! Last time, Rook finally showed up and then disappeared in front of our heroes! And Yokai got away with Fistrick; disappearing into a portal that's similar to an MPG's! What's going to happen in this chapter?! Find out… right now!**

 **OUTLOOK**

"Hm…" Driba pondered as back in Plumber Headquarters, he, Blukic, Ben, Rainbow, Sunset, Max, Molly Gunther, and Patelliday were all gathered in the main monitor room. He and his partner were observing the microbot that the red and yellow haired girl had obtained, while she and the others were reviewing the video footage of the battle that took place earlier in the evening, looking into the clips from security cameras.

"A guy whose tech practically took down the entire squadron of Plumbers," the human Magister began as they viewed pictures of the masked vigilante, "and we've got _no_ clue as to who he is, or where he came from…" he noted, crossing his arms.

"Sure is slippery, ain't he?" the Piscciss Volann asked, rubbing the back of his fish-skinned head. Meanwhile, the Alpha Squad Plumber was looking through the images of Yokai, trying to see if his scan would match with another on the monitor, flipping through pictures of multiple alien and human persons upon the screens. A "NO MATCH" sign in bright red letters then appeared over the representations, causing her to sigh in disappointment.

"Nothing…" she muttered, turning to face her superiors, "This guy's got no file on the extranet database," she told them, making them both put their hands on their respective chins in thought.

"We know one thing," the Omnitrix bearer chimed in, getting their attentions, "The guy's name is Yokai," he said, looking down in thought.

"Yokai?" Patelliday questioned, somewhat confused as he raised an eyebrow.

"Did you find out what he was up to in Undertown?" Max asked his grandson.

"Kinda…" he responded, as his girlfriend and her friend stood beside him, "When we got there, Fistrick said his entire stash of Techadon weapons was destroyed by the guy," he explained, "And then, he came out and started fighting us," he added.

"Should've knocked his block off when I had the chance…" Rainbow muttered, rubbing her left arm as it felt sore from the earlier conflict.

"He also tried taking energy from the Omnitrix," her boyfriend pointed out to his grandfather, much to his surprise as his eyes widened.

"How?" Sunset Shimmer asked, chiming in as she had deactivated her Proto-Tech Exo Armor, with its belt still around her waist, and her Proto-Glasses were up on her forehead.

"His… things," Ben responded, "They latched onto the watch and started sucking out its energy," he explained, holding the device out to them.

"That's _very_ interesting…" the human Magister noted, rubbing his chin again, "Ben, you might a target for this guy if he wants the Omnitrix's energy," he told him as he looked back at the contraption on his wrist.

"So, if he shows up again," he began to realize with a sigh, "I'm sitting on the sidelines?" he guessed, getting a nod in reply.

"We can't risk the Omnitrix falling into the wrong hands," his grandfather said, "If it's all the same to you," he began, "I think it's for the best," he stated. The alien watch bearer had a reluctant look plastered on his face, but he breathed deeply, placing his hands in his pockets.

"All right, fine," he agreed with a sigh, while the rainbow haired girl placed her left hand on his right shoulder, catching his attention as he turned to face her.

"Don't worry, babe," she reassured, "Me and Sunset can handle anything that guy throws at us!" she proclaimed confidently, pumping her right fist.

"Though, it's kinda weird…" the red and yellow haired girl mentioned, causing everyone to turn and face her.

"What do you mean?" Molly asked, crossing her arms.

"Well, why does Yokai want all this energy from Ben's watch, and those other weapons?" her ally responded in question, "And what does he plan to do with it...?" she asked on, placing her hand on her chin in thought, pondering the possibilities he could have in utilizing it.

"It might have something to do with this contraption," Driba pointed out, holding the capsule that contained the microbot inside.

" _Might_?" the Omnitrix bearer questioned, raising an eyebrow.

"What have you two been doing this whole time?" the human Magister asked with a serious look on his face.

"Observin' this little thing here," Blukic replied, tapping the glass container that it was in.

"I gotta say," his partner began, "it definitely an intricate, yet simple design," he pointed out. Max just blinked for a few moments before smacking himself in the face with his right hand, groaning in agony over the two Galvans' utter stupidity.

"Anyways," Rainbow chimed in, "what about Rook?" she questioned, "I haven't seen him since the fight…" she noted, crossing her arms.

"I don't think anyone's seen him," her boyfriend pointed out, "And I get the feeling he doesn't wanna be seen…" he added out of concern, causing his new teammate to frown worriedly.

"Well, that's a fair assumption," the Piscciss Volann agreed, looking back at the monitor, which now had a map of current Plumber locations upon its screen, "Accordin' to this," he began as the Omni Force members came over, "Agent Blonko's off the grid on all levels," he told them, "He, his badge, _and_ his ship can't be tracked," he listed off in calculation.

"Perfect…" his fellow Magister uttered in disbelief, "We've got a vigilante loose, and one of my best guys had gone who knows where," he noted out of frustration.

"I'd like to beat some sense into him once he gets back…" Rainbow declared, cracking the knuckles on her right hand.

"Calm down, sweetheart," her boyfriend pleaded, "You saw how he went up against Yokai by himself," he mentioned, "Maybe he _is_ under a lotta stress…" he suggested, while Sunset looked off to side, having a sympathetic look upon her face.

"That _still_ doesn't make up for the fact that we both almost got our butts kicked by the guy when he didn't pick up his MPG!" the rainbow haired girl argued.

"Okay, yeah, good point," Ben agreed, putting his hands out to her in a placating manner, "I just wish we knew _why_ he got all uptight with us…" he said, causing the red and yellow haired girl's eyes to widen, as she remembered something from earlier in the day.

"Uh, you guys?" she chimed in, getting both of her teammates' attentions, "I'm gonna head off to get something," she told them, backing up slowly, "So… I'll catch ya later," she promised, running off before they could even say a word, seeing her enter the elevator just before its doors closed, waving goodbye to them.

"Okay…" her friend uttered in confusion, raising an eyebrow, "Was that… weird?" she asked.

"Huh…" the Omnitrix bearer sighed in response, placing his hands in his pockets before they both turned to see Blukic and Driba begin their analysis of the microbot. Elsewhere, in the vastness of space, the Proto-TRUK was zooming towards a blue-colored planet, with its pilot steadily having it enter the atmosphere. He breathed deeply through his nose, feeling nervous about this unexpected trip he was making.

"Relax, Blonko," he advised to himself, "You just need a clear clarification from her…" he said, tightening his grip on the controls. His ship flew down, soaring right over the landscape of his home planet, Revonnah.

 **EPISODE III PART I**

Somewhere within the depths of a formerly abandoned warehouse, Fistrick was slowly waking up from his unconscious state, as his eyes began fluttering open. He blinked for a moment before gasping with a start, breathing rapidly as his body had been sweating all the while. After feeling something cold upon his wrists, he attempted to move his arms, but found that they were immobile, being chained up to a pole that he was up against, along with his feet.

"Ergh!" he grunted, trying to use his brute strength to break out of his shackles, but failed, respiring deeply out of fatigue. Suddenly, he began to hear the buzzing sounds of machinery somewhere before him, causing him to lift his head up in confusion, raising an eyebrow. "What…?" he uttered, seeing something that resembled a crane lifting things from a box-shaped mechanism onto what seemed like a conveyor belt. The reason he couldn't tell was because it was all behind a set of fogged-up panels, so he could only make out little parts of the machinery. However, he then looked beyond that and gasped in shock. There were dozens of oil drums beyond the assembly line, each filled with thousands of microbots. The black market dealer started to grit his teeth out of fear, realizing where he was. "Oh man, oh man…" he repeated, squirming around desperately as he tried once again to free himself, but to no avail, "Gah, come on…" he pleaded, sweating nervously out of fear.

"So," a voice echoed, catching his attention as his eyes widened in terror, hearing the familiar buzzing sound approaching him, "you're finally awake…" he uttered, coming out of the shadows beside him, being Yokai himself, "It's time we talk," he told him, as his little machines gathered around the brawny man, prepared to attack as they built up into the form of spikes near him. He cringed nervously out of fear, slightly shaking as well. Back at Plumber Headquarters, Sunset Shimmer was trotting around the halls, passing by a few officers as she continued her search for what she was looking for.

"Let's see…" she uttered in a whisper to herself, noticing the doors that she came across, "Ah, there it is!" she exclaimed quietly, jogging over to the access at the end of the hall, which had a key code security system that had numbers on it right next to its connected entrance, "Hm…" she pondered, tapping her chin with her right index finger, looking up in thought, "What would Blonko have…?" she wondered. Suddenly, she took notice of her Proto-Glasses just above her eyes, gasping in realization before she pulled the specs over them. After its systems activated, she looked through them at the code system, which then highlighted five separate numbers in a specific order. "Okay…" she said, tapping them one at a time, "Three, zero, two, one, and… four!" she listed off in order. The screen on the security let out a little ding while it glowed a bright green.

" _ **ACCESS GRANTED,**_ " it stated, with the doors opening afterwards, causing her to smile brightly before entering the darkened room, which lit up as soon as she stepped inside. She looked around to see that the Revonnahgander's room wasn't much different from that of a college dorm, having dressers, a refrigerator, a microwave, a bed, and a desk, which had an open envelope upon it, along with a piece of paper next to it. Out of curiosity, she walked over and picked up the document, noticing the unique penmanship upon it. After a moment of scanning it with her eyes, she lifted up her glasses onto her forehead, coming to a devastating realization.

"Oh no…" she uttered, placing her right hand over her mouth in worry. Back on Revonnah, the Proto-TRUK had just landed upon a large platform, a few yards away from a house that stood at the ledge of a cliff. The pilot disembarked from his craft, inhaling deeply as he took in his home world's air.

"Blonko?" a voice questioned, getting his attention as he turned around to see a figure at the doorway of the abode. It was his eldest sister, Shar, who smiled widely as he turned around to face her. "Blonko!" she exclaimed delightedly, running over and embracing her brother tightly. He was taken aback by her affection, but returned it, wrapping his arms around her.

"I have missed you, sister…" he admitted, grinning a little before they let go of each other.

"What are you doing here?" she asked, "I thought you were visiting soon," she noted, "but… not _this_ soon…" she pointed out, looking at the night sky.

"Yes, I have arrived earlier than expected," the alien Plumber responded, "But… it is because of something I received earlier today," he told her, causing her to widen her eyes in realization.

"Oh, I…" she tried to say, but was somewhat reluctant to do so, "Blonko, I am sorry about what happened," she apologized, hugging him again, "However, I do not think you should be here now…" she added, letting him go.

"Wh-Why?" he stammered with a raised eyebrow in confusion. Just then, he took notice of two more figures at the doorway of his home, being both his mother and father, Bralla and Da.

"Son?" the wrinkled, male Revonnahgander questioned in surprise, while his wife's eyes widened.

"F-Father," Rook stuttered in surprise, "I did not think you would be-" His sentence was interjected as soon as the man approached him, with a sympathetic look upon his face.

"I understand why you are here, Blonko," he told him, "but now is not the best of times for you to be here," he mentioned, causing him to furrow his brow in confusion yet again.

"Why is that?" he asked, glancing back and forth at his parents, who looked at each other nervously before the female of the two spoke up.

"We have… visitors at the moment," she said, "They came by to tell us of the news you probably heard today," she added, making her son's eyes widen in realization.

"A-Are they-?"

"Blonko?" a voice chimed in from afar, catching all of their attentions as they looked over to see a male Revonnahgander at the doorway, having a black beard along his chin upon his navy blue, furred face; wearing clothes that were similar to Da's, but lacked sleeves. His body was somewhat bulky as well, almost like Rook's. "Is… that you?" he asked, with a smile starting to come across his face.

"Mokorro…" the Plumber realized, grinning. Just then though, he saw another individual emerge from the entrance to his home: a female Revonnahgander with long, purple hair down to her back, and a floral crown upon her head. She gasped upon seeing the familiar face in the alien officer, whose look became somewhat saddened. "And… Rayonna…" he uttered, glancing away for a moment.

"H-Hello, Blonko," his ex-girlfriend greeted, "I did not know you were going to be here this evening…" she noted. Her fiancée eagerly ran up to his friend, grasping his right hand with his own.

"But we are both very glad to see you, my brother!" he proclaimed. He then took notice of the somber look in Rook's eyes, realizing what might have occurred. "Did you receive Rayonna's letter?" he guessed, getting a nod in reply from his former colleague.

"I... am happy for you, Mokorro," he told him, "Rayonna is definitely worthy of your hand in marriage," he mentioned, "as you are for hers," he added, causing him to smile.

"I understand that you had your own relationship with her in the past, my brother," his friend noted, placing his right hand upon his left shoulder, "And I am sorry this had to come about…" he apologized.

"Please," Rook pleaded, "you do not need to apologize for anything," he said, "You and Rayonna will make a wonderful couple," he promised, while the female Revonnahgander looked on sympathetically at her ex-boyfriend's surprisingly calm disposition.

"Perhaps we should talk about this inside…" she suggested, catching their attentions as the whole group looked over.

"Yes, we should," Shar agreed, "The Muroids are likely to be out now," she mentioned, "and we cannot have the young ones waking up," she added with a little giggle. Everyone then began to enter into the household, somewhat reluctantly as the conversation had been growing awkward for quite some time. Back in abandoned warehouse, Fistrick shuddered in fear as the microbots around him buzzed about, shaped in the form of spikes that were prepared to pierce him if required to. Yokai stood right in front of him, terrifying him with just his mere presence.

"So…" the masked man began as he leaned his face closer to his captive's, "let's talk," he stated, backing away slightly, "First off," he started to say, "I'd like to know about the boy with the device on his wrist…" he told him.

"Y-You mean Tennyson?" he questioned with a stutter.

"That's his name?" his kidnapper asked, tilting his head slightly.

"Yeah, Ben Tennyson!" the brawny man said, "That watch he has can turn him into all kinds of alien monsters," he added, "I-I think it's called the Omnitrix…" he added, stammering a little.

"Omnitrix…" the dark clothed man repeated, "No wonder it had so much energy," he whispered to himself, "Next," he began to his prisoner, "do you know the people in white uniforms who I had to fight this evening?" he asked.

"Th-The Plumbers!" Fistrick stammered out of response, "They're like the intergalactic police around here!" he added.

"Alien cops, huh…" his captor muttered, crossing his arms while his machines swarmed about.

"Why were you asking, b-b-bro?" his captive stuttered in question, shuddering still.

"Because they attacked me along with the boy," he explained from response, "And they seem to have technology that might be better than yours…" he added, looming over the black market dealer menacingly.

"U-Uh, y-y-yeah…" he agreed, shaking out of fear to a great extent until Yokai backed away, having his back face the scared hostage.

"That kind of tech should be enough for my purposes," he told him, "And I bet it's where I'll find the boy and his friends again," he pointed out, turning around to face the criminal, who cringed in fright.

"Y-You're crazy, bro!" he exclaimed, "The Plumbers'll-!"

"The only reason they 'beat me' the last time was because I had run out of microbots," the masked man explained in interjection, "They can't stop me when I've got a massive army of them now," he noted cleverly, raising his left hand, causing the billions of machines within the oil barrels to rise up, spreading about all over the floor, and swarming to their user, looming behind him.

"H-H-Huh…" Fistrick stammered incoherently in fear, shaking to an even greater extent.

"Now, I think it's time we go," his captor declared, reaching into his trench coat with his right hand.

"W-Wait!" the brawny man cried out in plea, getting his attention as he halted his action, "All this… stealing weapons, power, energies…" he listed off from memory, glancing away for a moment, "Wh-what's it all for, bro?" he asked, looking back at the dark clothed man, who pulled out the MPG-like device from within his covering.

"Revenge," he uttered in response, causing the black market dealer's eyes to widen. Afterwards, he turned around, pressing the glowing red center of his contraption, causing a small, holographic, map-like screen to appear over it, which had several white icons upon it. However, a small cluster of them was far away from the majority, enticing him to press on it with his index finger. Suddenly, a red-colored portal opened, with its vortex slowly swirling. "Now… it's time…" he stated, looking back his prisoner, who gritted his teeth nervously. Back in the other universe within the Plumber Headquarters, Blukic and Driba were continuing to analyze the sample microbot they had been given, along with many others that lied upon a wheeled cart. With them, Rainbow Dash and Ben both took a look at the small machines, as the former of the two picked one up by using her fingers.

"I _still_ can't believe that guy used billions of these things to take us on…" she muttered, holding it in front of her face.

"And the fact that he beat us with 'em is even more alarming…" her boyfriend agreed, putting her left hand into his right to try and comfort her, making her blush a little. He smiled, then turned his attention to the two Galvans as they were beginning to get the schematics of the machine. "So," he began, causing them to look back at him, "got anything?" he asked, walking over to them with his girlfriend.

"Hmm…" the plumper of the two hummed as he pulled out his small tablet from his belt, with its screen showing the same designs as the one on the larger monitor, "Not just yet…" he said in response, squinting as he looked at his interactive device more closely.

"From what you've told us," the taller one began to the heroes as he adjusted his cap, getting their attentions, "these doohickeys are able to come together and form into any kinda shape," he explained.

"Yeah," the alien watch bearer replied, "That guy used them to take the energies of all those weapons," he told them, "and some energy of the Omnitrix," he added, holding his left arm out, while he let go of the rainbow haired girl's hand.

"Devices that can contain energies from alien weapons and the Omnitrix…" Blukic pondered as he raised his left eyebrow in confusion, looking up in thought.

"Any idea why this guy'd wanna take _all_ of that energy?" Rainbow asked, crossing her.

"Hard to say…" Blukic admitted in response, "Unlike conventional weapons that humans use…"

"Extraterrestrials have weapons that have a greater power than those," Driba chimed in, interjecting his partner's explanation, causing him to glare at the plump Galvan.

"I was gonna say that!" he claimed angrily.

"No, you weren't!" his companion retorted.

"Yes, I-!"

"JUST GET TO THE POINT!" the rainbow haired girl suddenly demanded loudly, making everyone around here freeze in shock, including her boyfriend.

"Ahem…" the shorter alien coughed, ready to restart his enlightenment to the two humans, "Anyways," he began, "energies like those of the weapons and the Omnitrix can be used as power sources for other devices," he told them.

"Power sources?" Ben questioned, raising his eyebrow in confusion.

"Think of it as like a battery," Blukic pointed out, "And with enough energy…" he started to say.

"You could potentially have the power to utilize a device such as your MPGs!" his partner finished, causing him to groan out of annoyance, rolling his eyes as he placed his head against his right hand. The alien watch bearer and his girlfriend were both surprised by the revelation, taking out their respective devices from their pockets.

"What do you think that guy wants with all that energy?" the latter of the two asked her boyfriend in a whisper.

"I dunno…" he replied quietly, while unbeknownst to the both of them, the elevator doors had opened, revealing Sunset Shimmer inside as she looked up to see her fellow teammates from the Omni Force, "All I can think of is the trouble he's gonna cause if he's sticking around…" the teen admitted, just as the red and yellow haired girl made her way up the stairs to them.

"Uh, Ben?" she chimed in, getting their attentions as they both turned to see her.

"Hey, Sunset!" her friend greeted, "Where've you been?" she asked, placing her hands on her hips.

"I was just in Blonko's room…" she responded, much to her and Ben's surprise as their eyes widened.

"You were in Rook's room?!" she questioned out of shock.

"How'd you get in?" the Omnitrix bearer asked.

"Uh, the Proto-Glasses have the room listings of everyone that lives here," the red and yellow haired girl explained in response, "I used them to figure out the security code to his room too…" she added with a sheepish look on her face. Her teammates glanced at each other for a moment before developing serious expressions.

"So, _why_ were you in his room?" the male of the two asked her. She looked down at the floor for a moment while she nervously pivoted her left foot against it.

"I noticed how strange he was acting ever since I showed up…" she confessed, "and I couldn't help but worry about him," she added, reaching into and pulling out something from the right pocket of her leather jacket, being a folded piece of paper.

"What's that?" Rainbow asked. Her schoolmate sighed in response, handing it off to Ben.

"It's hard for me to say…" she admitted, letting him take the letter, "so I think you should read it," she suggested, allowing him to open the document up. After looking at it for a moment, while his girlfriend tried to sneak a peek, his eyes widened in disbelief.

"Oh, man…" he uttered out of shock.

"Wh-What?" the rainbow haired girl stammered in question, trying to yank the letter from his hands, "Lemme see!" she exclaimed, looking at the paper after he let go of it. She then gasped in surprise, with her pupils shrinking. "No way…" she said, "Rayonna… broke up with Rook?" she asked, directing her attention to her friend.

"It seemed like she had to…" she responded, glancing away for a moment, "When'd he last see her?" she asked.

"A few weeks ago," the Omnitrix bearer replied, "But I didn't think she was going through something like this…" he added in admittance.

"I guess since Rook's been on Earth for a while," his girlfriend began, catching their attentions, "there's no way he and Rayonna could've been together," she realized, looking down somberly.

"That really _does_ reek…" her boyfriend pointed out, putting his hands in his pockets, "No wonder he'd been acting off earlier tonight…" he mentioned.

"I sure hope he's okay…" Sunset added, crossing her arms over her chest in thought, "I know I haven't been here all that long," she started to say, getting the attentions of her teammates, "but I wanna make new friends with everyone on the Omni Force," she declared, "And I don't wanna let any one of them down…" she added. Ben smiled in response, walking up to her, and placing his right hand on her left shoulder.

"Twilight's taught you a lot, hasn't she?" he guessed, getting a small laugh in reply from his new comrade, who nodded afterwards. Rainbow came over and smiled as well, putting the letter into a pocket within her jacket. Suddenly, the sound of a ding occurred, causing them to all turn and see the large monitor, which had a full green, horizontal bar underneath a sign that stated: "ANALYSIS 100% COMPLETE".

"All set," Blukic said, jumping down from his seat, meeting up with his partner, who still had the tablet in his hands.

"Hm…" he uttered, putting his right hand up to his chin, "Very intriguing…" he noted.

"What's up?" the Omnitrix bearer asked, chiming in on their conversation. The tall Galvan took a glance at the tablet for a moment, widening his eyes in surprise.

"I think yer gonna wanna sit down fer this one…" he recommended, causing the Omni Force members to look at each other for a second in surprise. Back on Revonnah, Rook, Shar, Bralla, Da, Mokorro, and Rayonna were gathered at a coffee table within the house, with the first half of the six on one couch, while the others were on another. The former of the group took a quick sip of an orange drink within a mug, sighing out of relief before setting it down on the tabletop before him. An awkward silence filled the room as no one knew quite what to say for the moment.

"Ahem…" the old, male Revonnahgander coughed, getting their attentions as they focused their eyes on him, "Blonko," he began to his son, "are you planning on staying long?" he asked him.

"I… am not sure," he responded, "While this was meant to be a vacation," he started to say, "I do not know if I will stay for less…" he admitted, looking down.

"Blonko, please," his sister pleaded, placing her left hand upon his shoulder, "You should not let this news sadden you," she advised, "Even though _she_ was the one who caused it…" she muttered, glaring at Rayonna, who glanced away nervously.

"Shar," the blue-haired female's mother said in a stern tone, looking at her skeptically, making her turn away from the ex-girlfriend of her brother's, taking a sip of her drink sheepishly.

"Well, Blonko," Mokorro began, getting the Plumber's attention, "if you did receive Rayonna's letter," he continued, "then you understand that I am also saddened by this revelation," he told him, "I knew that you and she had a longstanding relationship," he added.

"I-It is fine, Mokorro," his friend reassured, much to the surprise of the purple haired Revonnahgander, "I understand that you were under such circumstances that could not be avoided," he noted, getting a nod in reply from him.

"You seem… awfully calm about all of this…" Shar pointed out, raising an eyebrow in surprise, making her brother sigh.

"I will admit," he began, "I was quite distressed when I discovered the news of your engagement," he confessed, "but I have come to accept it, as it is," he stated.

"Then why are you here now?" his ex-girlfriend asked, chiming in, "Were you perhaps… thinking of leaving the Plumbers?" she guessed, causing everyone in the room to gasp in surprise.

"How dare you make such an accusation!" Shar yelled as she stood up instantly, "You… you…!" Her remark was halted the moment her brother placed a hand upon her shoulder, enticing her to sit back down, doing so reluctantly as she crossed her arms with a grunt.

"That is an understandable assumption," he said to Rayonna, who looked down in shame, "But I honestly wished to come and… restart our relationship," he told her, "In a way that we can be friends," he added, much to her surprise as she blinked.

"Why are you not trying to do something about this, Blonko?" his sister asked, "Are you really okay with this?" she questioned worriedly.

"I have to concur with your sister," Mokorro agreed, jumping in, "what has made you decide _not_ to act?" he asked. His friend glanced away for a moment, sighing before he spoke again.

"Because… there may be someone else out there for me…" he responded, "My first love does not have to be my only love…" he added, causing everyone to glance at each other in surprise. However, his ex-girlfriend grinned, realizing that he had moved on from their disengagement completely. Back at Plumber HQ, Ben, Rainbow Sunset, Max, Patelliday, and Molly Gunther were gathered in the main monitor room, ready to hear the presentation of what Blukic and Driba had discovered about the microbot they were given.

"Okay, you two," the human Magister began, "give us the lowdown," he said.

"Right," the plump Galvan responded, pressing some icons on his tablet screen. All of a sudden, images of the small machine and its schematics appeared on the large monitor behind him. "Now, as you can see," he started to say, "these devices all have a magnetic bearing that allows them to connect together, and form various objects," he explained.

"But how do they end up taking those forms?" the Alpha Squad Plumber asked, chiming in, "From what I saw, they were taking specific shapes…" she noted, rubbing her chin with her right hand.

"We think that's got somethin' to do with how that Yokai character was controllin' them," the taller Galvan responded, grabbing his partner's tablet, and yanking it out of his hands.

"Hey!" he yelled, placing his hands at his hips in annoyance.

"Take a look," Blukic advised, as more images showed up on the large monitor, "These things aren't controlled electronically by remote," he began, "but rather telepathically by thought," he stated, causing everyone to widen their eyes in surprise.

"Well, that explains it," the Omnitrix bearer noted, crossing his arms, "Yokai could practically do anything he wanted with those things," he realized, narrowing his eyes.

"So, we're up against a guy who can use these with just his thoughts?!" his girlfriend exclaimed in question, holding one little machine out in front of her face.

"It's pretty bizarre…" Sunset pointed out, walking over to the monitor.

"But also ingenious!" Driba mentioned, "With technology so advanced, humans could explore so many different possibilities!" he noted excitedly, much to the confusion of Ben as he raised his right eyebrow.

"Wait, humans?" he questioned.

"What do you mean by that?" Max asked, jumping in on the conversation.

"We figured out that Yokai was human after few scans," the tall Galvan responded.

"Then… how could he control those things?" Sunset asked, causing the two small aliens to glance at each other in surprise.

"Oh…" they realized simultaneously.

"We… haven't figured that out yet…" the plumper of the two admitted sheepishly.

"Guh…" the human Magister groaned, placing his right hand over his eyes in agony towards their stupidity.

"If that Yokai feller ain't a telepath," the Piscciss Volann began, getting everyone's attention as they turned their heads to face him, "then he's gotta have some kinda tech that lets him…" he noted.

"Good point," Max agreed, "And it's likely that whatever it is," he continued, "it allows his thoughts to be relayed to those devices," he pointed out.

"Something that lets his thoughts go out to his… thingamajigs…" Ben muttered, trying to think of what it could be, along with his girlfriend and his new teammate. The latter of the group then widened her eyes as she recalled something.

"That's it!" she exclaimed, catching everyone's attentions, "It's gotta be the mask he's wearing!" she told them.

"Oh, yeah!" the rainbow haired girl agreed in realization with a snap of her fingers, "It's like… attached to his head!" she mentioned, crossing her arms proudly while everyone else nodded in accord.

"Now that we've got that settled," the human Magister began, "we should focus on finding Yokai before he causes any more trouble," he declared, about to head off with Molly and Patelliday.

"Nice find, Sunset," the Omnitrix bearer complimented, placing his hand on her shoulder, causing her to smile and blush out of modesty. Just then, the sound of a spark occurred, making everyone in the room halt for a moment, looking over to see what it was. Another light flashed just above the floor, which made them all gasp in surprise, stepping away. A red portal then emerged out of nowhere, with its vortex swirling slowly.

"M-Magister Tennyson?" the Alpha Squad Plumber said, quite shocked as she got his attention, "That isn't the Null Void portal, is it?!" she asked, frightened by its presence.

"I don't think so…" he replied, narrowing his eyes at it. All of a sudden, a figure came out of the glowing gateway, hollering loudly as he fell to the floor, tumbling across it for a moment before stopping. The Omni Force members all ran over, gasping in surprise to see that it was Fistrick, who groaned as he got up to his knees.

"Fistrick?!" Ben exclaimed in surprise, "How the heck did you get here?" he asked, while the girls went over to try and stand him back up, propping his arms against their shoulders as he grunted.

"T-Tennyson…" he stammered, "Bro, y-you gotta everyone outta here!" he told him.

"Wh-What?" the Omnitrix bearer stuttered, "Why?" he asked. All of a sudden, he took notice of something else coming out of the portal, causing him and the others to gasp in shock. Microbots were pouring out onto the floor from it, spreading around the room while everyone backed away. While they were still coming, Yokai himself arrived out of the vortex, using them as steps before he reached the floor.

"There you are…" he uttered, as suddenly, the sample machines on the cart sprang up and rejoined with the others, including the one that Rainbow had.

"Those things were trackers…" Max realized, gritting his teeth in frustration. Patelliday then reached into his belt with both hands, pulling out a laser blaster from each holster, and handing one off to his partner.

"Let's not fret over somethin' like that right now…" he advised in a whisper, "Now that he's right in front of us, we can take him out!" he noted quietly. The human Magister agreed with a nod, aiming his weapon at the masked man's back with him. Suddenly, the microbots shot up at them like spears, piercing straight through their weapons, causing them to gasp in shock as they broke apart, with their green light of energy flowing through the machines, into the dark clothed man's trench coat.

"Please…" he uttered, turning around, "Don't make this harder than it has to be," he warned, throwing his left arm out at them, enticing his objects to strike both Magisters, sending them hurdling into the wall in hollers. They hit them hard, falling down onto the floor on their stomachs, groaning in pain.

"Magister Patelliday!" Molly exclaimed.

"Grandpa!" Ben shouted out of shock, then began glaring at the enemy, "Just _what_ do you want?!" he asked angrily, clenching his fists while his foe turned to face him.

"Well, you've already gotten what you wanted," Yokai responded vaguely, "I said I'd hand over Fistrick once I finished my negotiations with him," he noted, "And now, they're done," he stated.

"So, why are you here?" Sunset asked, confused as she raised an eyebrow.

"…Power," the masked man uttered in reply, throwing both of his arms out, suddenly making his microbots swarm towards them. The rainbow haired girl quickly reacted, activating her magic in a bright flash of light as her wings, pony ears, ponytail, and cerulean skin all appeared upon her body. She flew out and bashed into the oncoming wave, breaking them apart in an instant.

"You want power?!" she exclaimed, "Then I'll give ya all I got!" she declared, dashing out at him angrily. Her boyfriend tapped the lid of the Omnitrix, letting the green, holographic, circular screen show up over it. He began scrolling through the index of aliens, gritting his teeth nervously. Meanwhile, the red and yellow haired girl set the black market dealer down on a chair by the monitor before activating her own magic in a flash of light, with her amber skin, ponytail, and pony ears all appearing upon her. She ran out to assist her schoolmate, while Molly Gunther ran over to the control panel, slamming her right fist against a red button that was on it. All of a sudden, alarms began blaring throughout the station, catching the attentions of all the other officers inside.

" _ **CODE RED ALARM ACTIVATED,**_ " a voice stated through a loudspeaker, " _ **SECURITY BREACH WITHIN FACILITY,**_ " it added, causing all of them to start running hurriedly, grabbing their weapons and whatnot. Back in the monitor room, Rainbow was smashing through more of the microbots with her fists, as Sunset had joined the fray as well, firing magical beams of amber light from her hands at them.

"Come on…" the Omnitrix bearer begged as he continued scrolling through his device, trying to find the correct alien form. Back on Revonnah, something within the Plumber's Proto-Tech armor began blinking a bright red light, catching his attention, along with the others'. He reached into the pocket on his right side, pulling out his badge, which kept on flashing.

"What is wrong, son?" his father asked, somewhat concerned.

"I had deactivated my badge long before I came here…" he responded, "This could only mean…!" He stopped his sentence as he realized what was happening, "I have to leave immediately!" he exclaimed, standing up from his seat, and running outside.

"Wait! Why?!" his sister cried out, while his ex-girlfriend went after him. Outside, Rook was about to embark onto his ship, with its door opening quickly.

"Blonko!" a voice called out, getting his attention as he turned around to see Rayonna behind him, having her arms behind her back, "Are the Plumbers in danger?" she guessed, glancing off to the side.

"Yes," her ex-boyfriend replied, "When a code red alert occurs, my badge automatically responds to it," he explained, showing the communicator to her. She then looked at him sympathetically before speaking up.

"You… said that there may be someone else that you could be with…" she pointed out, causing him to widen his eyes, "Is she really _that_ important to you?" she asked in a polite manner.

"She is my teammate," Rook began, "but I have grown to admire her in such a short time," he told her, "I feel as if it is unfathomable," he admitted, "yet I do trust that my feelings will not change," he declared, smiling. His ex-girlfriend grinned as well, taking his right hand with both of hers, much to his surprise.

"Then promise me that you will protect and care for her when she needs you," she advised. The Revonnahgander blinked in surprise at her proposal, but nodded.

"I promise," he responded, relinquishing his hand from hers before getting into the cockpit of his vessel. Moments later, with a flurry of dust and air, he took off, heading back to Earth as quickly as he could, while Rayonna watched him depart.

"Farewell, Blonko…" she uttered, with a single tear falling from her left eye.

 **END**

 **And that kicks off Episode III! Friendly reminder that chapters are more likely to be coming out on weekends from now on. I've started my classes, and I'm almost prepared to start getting involved on campus. However, because of how schedule's been working so far, I might be able to sneak in a story or two before the end of the semester. Or I'll at least get started on a few stories like "Resolve", "Evolution", and "Friendship Games: The Omni Force Crossover"!**

 **With that said, please don't get mad if chapters aren't being produced too frequently. I've got college on the brain, and not much time for story writing.**

 **But regardless, I appreciate your undying support. See you guys later!**

 **QUOTE:**

 _ **Do you know how you… well… tell a guy… you… uh…?**_

 _ **~Rainbow Dash,**_

 _ **on her future confession to Ben to Kai in The Secret of Dos Santos**_


	8. EPISODE III PART II

**Hey, everybody! In case you're all wondering, college is going great so far! I've only had a few days of classes, but things couldn't be more awesome in terms of the time I get to myself. Of course, there's also the backlash of work and studying. So again, chapters aren't going to be coming out as frequently as you'd might expect.**

 **Also, keep in mind, the next fanfic that'll likely be started is "Friendship Games: The Omni Force Crossover"! With the movie itself coming out in less than a month, I figure it's a good time to try and create a prologue chapter for it. But I'm not gonna give anything away in a sneak peek because I'd rather have you guys guessing as to what I'll do. Though feel free to leave me any questions about what I'm gonna do with it. I won't give away spoilers, but I will give some clarifications.**

 **Anyways, it's time to get back into the groove of "Outlook" with part two of Episode III!**

 **OUTLOOK**

"HIYAH!" Rainbow Dash cried out, bashing through another makeshift spear of microbots with her left leg, breaking them apart as they fell to the metal floor of the monitor room. She and Sunset Shimmer were still engaged in the fight against Yokai, while her boyfriend was situated far from it, stressfully trying to find a good alien out of the index the Omnitrix provided him with. He continued scrolling quickly, as both the winged girl and her friend fought back against the waves of small machines coming towards them, with the former of the two kicking them apart from each other, while the latter fired magical beams of amber light at them, disintegrating them into bits and pieces. Acting quickly, their enemy threw out his arms, enticing his objects to spring up in the forms of multiple makeshift javelins, heading for the two Canterlot High students. The rainbow haired girl smashed as many as she could, but was then caught at the legs by another set of them, causing her to gasp in surprise before she was flung away by them. "WHOA!" she yelped, crashing into the large monitor screen, much to the shock of her teammates, "Ugh…" she groaned, sliding down from it, and then fell to the floor with a thud.

"Sweetheart!" Ben exclaimed in fright, racing over to see if she was all right, kneeling down next to her as she grunted. Meanwhile the red and yellow haired girl kept on dueling with the dark clothed man, teleporting to avoid his microbots by disappearing in a bright flash of light. However, her opponent was unfazed as he threw out his arms to their respective sides, causing his microbots to spread out it the forms of spikes all around him, about to strike anything that came in whatever direction possible. Suddenly though, his adversary appeared right in front of him, making him gasp in surprise.

"HA!" she cried out, punching him as hard as she could with her glowing right fist, striking him in the chest and sending him flying across the room. He hit the floor hard afterwards, tumbling while his machines began falling apart from their shapes, spreading all around.

"Ergh…" he grunted after coming to a stop, getting on his knees as he turned his head, seeing the belt his foe had around her waist through the eyes of his mask, which indicating that it was radiating with energy. She tapped its buckle, causing the Exo Armor to form all over her body up to her neck, while she also placed the Proto-Glasses over her eyes. From afar, Rainbow got onto her feet, stretching out her wings to relieve herself of discomfort.

"Are you all right?" her boyfriend asked.

"Man, that hurt…" she admitted in response, "But I'm good," she reassured, making him smile, "You gonna jump in?" she asked curiously.

"Yeah," the Omnitrix bearer replied, "I don't care what my grandpa says," he said, "I'm gonna stop that guy with you," he declared, going back to looking through his index of aliens on the device, sliding its lid open after a few moments, allowing the dial to pop up. "All right," he began, "it's hero time!" he exclaimed, slamming it down with his right hand, creating a green flash of light while his body morphed. It dissipated moments later, revealing him now as a humanoid pterosaur, resembling a cross between a Pterodactyl and a glider with his retractable wings. He had a beak-like mouth. His wings were rather small, which were connected to a 'jetpack' like structure on his back. He had green eyes, red skin, black and green clothing on his shoulders and waist, green braces around his wrists and ankles, and yellow wings. To top it off, the Omnitrix symbol was on his left shoulder.

"Bwak!" he squawked as his wings unfolded. He then launched himself into the air as a green light shot out of his 'jetpack', letting him fly upwards. His girlfriend followed him, soaring up to his side as they floated above their teammate below, while they all looked on at their enemy, who got back onto his feet, with his plethora of microbots re-gathering around him. Meanwhile, the portal he had come through let out the last of the small, black objects, closing up in a flash of light. The Omni Force members got into battle ready stances, prepared to attack the masked man.

"All right," he muttered, "It's time for some fun," he stated, raising his arms up slightly as his machines buzzed about.

 **EPISODE III PART II**

Astrodactyl span the green energy whips that were upon his wrists around, using them to block the oncoming spears and javelins made up from the black objects. They broke apart, falling to the floor while their user kept on launching more and more of the makeshift weapons towards his enemy, causing him to fly away in a hurry. Meanwhile, Rainbow Dash was soaring past, kicking the microbots to pieces as they tried coming after her. She sped by her adversary, causing him to turn his attention onto her, sending another wave of his machines her way.

"Whoa!" she exclaimed out of surprise, bolting upwards to avoid the makeshift spikes from trying to latch onto her. Below, her friend was rolling across the floor, shooting beams of amber light at the makeshift armaments, causing them to break apart and collapse once they were struck. The dark clothed man then saw the red and yellow haired girl stand back up on her feet, staring him down with a serious look in her eyes while he just clenched his fists in frustration. The humanoid pterosaur and the rainbow haired girl then landed beside her, with the former of the two retracting his wings back into his pack, still spinning his energy whips around wildly.

"Hands up, now!" a male voice ordered, causing Yokai to turn and see more Plumbers along with Molly Gunther, Blukic, and Driba surrounded him, all aiming their blasters at him.

"We have you completely surrounded!" the Alpha Squad officer declared, "Surrender immediately!" she commanded, about ready to fire a shot from her weapon. Their masked enemy just looked around, seeing aliens and humans alike prepared to attack him for entering their base.

"So," he began, turning around to face the three Omni Force members, "this is where you've been hiding," he said, "I must admit," he continued, "I'm impressed with the fact that your world is in such a strong state among extraterrestrials," he confessed, while the machines of his just buzzed about, waiting on a command from their user.

"Uh… is he serious?" Rainbow questioned, pointing at him with a raised left eyebrow.

"Bwak!" Astrodactyl squawked, "Who are you to start givin' us compliments?!" he yelled.

"Believe me," his foe started to say in a placating manner, "after what happened earlier," he kept going, "I'd like to make things less… _violent_ ," he stated, "But in your case," he added, "you're not looking to reconcile…" he noted.

"Why would we…?! Uh…" The rainbow haired girl blanked as she didn't understand the remark from her adversary rather instantly. "Uh… what'd he say?" she asked, scratching her head sheepishly while her friend stepped forward.

"Well, what do you want with all the energy in both those weapons and the Omnitrix?" she asked, "Seems like you're planning something pretty big with all that power…" she noted.

"True," Yokai responded while he was still being targeted by the officers, "Yet there's always a snag in it," he pointed out.

"What do you mean?" Sunset asked, raising an eyebrow.

"Fire!" an alien Plumber suddenly ordered. The officers then pulled the triggers of their weapons, shooting multiple blasts of green light towards the dark clothed man, who had heard the outcry. He threw out his left arm, enticing his microbots to spring up behind him, shielding him from the bursts. The soldiers all gasped in shock, then were surprised to see the machines launch out at all of them in the form of spears, which pierced into all of their weapons, dumbfounding them. Their enemy clenched his left hand into a fist, causing his makeshift armaments to crush the ones they impaled, taking their energies in the form of green light, having it flow through them all the way down to their user, seeping into the fifth canister that was beneath his trench coat, filling it up slightly.

"Don't be rude," he warned to the Plumbers, just before his black objects rammed into them like large bricks, smashing them against the metal walls and computer screens, knocking most of them out, much to the shock of the three Omni Force members.

"Are you crazy?! BWAK!" Astrodactyl squawked angrily, clenching his hands into fists as the girls with him followed suit, developing serious looks on their faces.

"Question is," the masked man began, "are _you_ crazy for trying to challenge me?" he asked, throwing out his right arm at them, "You do know that I _know_ your weakness," he mentioned, as his microbots began to crawl forth and surround the humanoid pterosaur, much to his surprise before he tried to get away, launching himself into the air with his 'jetpack' rocketing him upwards as his wings unfolded. The girls attempted to stop the little machines, with the red and yellow haired girl firing more beams of magical light at them, while her friend bashed them apart by using her two fists. Unbeknownst to the both of them however, their adversary sent out another long appendage of his objects out towards the alien, latching onto the Omnitrix symbol at his shoulder, causing him to gasp in shock. "Got it," his opponent uttered, closing his right hand into a fist, enticing his microbots to begin sucking the energy out from the device.

"BWAAAAKKK!" his enemy shrieked in agony, as green sparks of electricity emerged from his encased shoulder.

"Babe!" Rainbow cried out, flying up to go assist him.

" _ **WARNING,**_ " the contraption beneath the covering of machines stated, catching the dark clothed man's attention, " _ **OMNITRIX POWER LEVELS DECREASING DUE TO OUTSIDE ABSORPTION SYSTEM,**_ " it explained, " _ **INITIATING FAILSAFE PROTOCOL,**_ " it declared, glowing a bright green. The small objects then retracted back to their user as he summoned them back, jumping away before the glowing aura upon the device burst in a bright green light, which also blew the rainbow haired girl back down to the floor, landing down on it hard with a thud. When the luminosity vanished, in the place of Astrodactyl was a goo-bodied alien, floating in midair thanks to an anti-gravity projector with the Omnitrix symbol upon it over his head. His form was humanoid, yet amoeba-like, with green eyes and a beak-like nose as well.

"Ugh…" his girlfriend below groaned as she sat up, "Babe?" she uttered, opening her eyes to see the Polymorph, "You all right?" she questioned, getting on her feet while Sunset stood beside her.

"Yeah, I'm good," he responded in a static sounding voice, "For once, I got an alien that can dish it out, no problem!" he quipped, clenching his slimy fists.

" _ **OMNITRIX POWER LEVELS DECREASED TO EIGHTY PERCENT,**_ " the device on his projector stated, " _ **INITIATING RECHARGE MODE,**_ " it declared.

"I doubt you _can_ once I stop you from trying to override _that_!" the masked man shouted out at the alien, throwing out his arms, enticing his machines to swarm around Goop, trapping him as the girls gasped. He chuckled as he thought he had taken care of one of his foes, while the energy he had gained from his contraption poured into the fifth canister under his trench coat.

"Override!" the Polymorph's voice exclaimed, much to his surprise, "Code Ten!" he yelled.

" _ **OVERRIDE ACCEPTED,**_ " the Omnitrix symbol stated with a click. Suddenly, the amassment of small, black objects around him began to melt, falling apart as a slimy acid steamed off of them. Yokai quickly summoned his microbots back, getting the remainder away from the gooey alien as he stood before a pile of the liquefied contraptions.

"Can't shut me down when I don't got a mouth to shut up," he quipped cleverly, causing his opponent to growl in frustration.

"Fine then," he uttered, clenching his fists tightly, "This makes things interesting…" he noted, throwing out his left arm, making a huge wave of his machines spread out towards the three Omni Force members, all about to be engulfed by it. Goop quickly floated up as Rainbow followed, with Sunset teleporting herself as high as she could go, trying to avoid the stream. Unfortunately, they all got caught up in it as the small objects had practically made a wall up to the ceiling of the monitor room, stopping them from getting any further. The wall then came down onto them like a wave of water, causing them to holler as it splashed them down into the opening of the floor, heading into the lower levels.

"WAAAAHHHH!" they cried out simultaneously as they plummeted with the microbots. Their enemy then jumped down after them, leaving the area in a complete mess as the officers were struggling to get back on their feet.

"Ergh…" Max grunted while he was on his knees, "Everyone… all right?" he asked in between breaths.

"Eh… barely…" Patelliday responded with a cough, leaning against the side of a control panel, "That feller got us good…" he admitted, breathing heavily.

"We need to initiate the lockdown protocol," the human Magister realized, managing to stand up on his feet, "No one else is getting in, or out," he declared, while some other Plumbers were getting up as well, with a few running over to the control panels. Below them, the masked man was surfing along the metal walls with his microbots, being pursued by both Goop and the rainbow haired girl. Meanwhile, the red and yellow haired girl was running upon the floors of the prison level, passing by the chambers that held the alien criminals on Earth. She activated her Proto-Glasses' targeting system, aiming directly for the dark clothed man. She let her fists light up in a magical aura, shooting beams of amber light from them out at him. However, he enticed his machines to shield himself from the attack in the form of a small barrier while they still carried him, and then utilized them to knock both of his tailing enemies down, causing them to crash onto the level just above their friend's.

"Rainbow! Ben!" she cried out in worry, about to teleport up to them. Suddenly though, she saw multiple makeshift spears of the black objects heading towards her. Reacting quickly, she put a magical barrier in front of her body, blocking the weapons as they broke apart upon contact. "Ergh!" she grunted, despite being able to stop the microbots, they were still managing to push her away from the fight on the upper floor, moving her along the floor they were on. Meanwhile, the winged girl got back up, dashing right at Yokai, letting out a battle cry as she was about to strike him with her right fist. He snapped his fingers, causing his machines to suddenly spring up and strike her in the torso, knocking her back as she tumbled across the metal of the platform.

"Stay out of this," her enemy advised while she grunted in frustration, trying to get back on her feet, "You're not-" Before he could utter anything else, the masked man felt his left shoulder get struck by something slimy, causing him to keel over slightly as he crouched down. He looked out to see the Polymorph floating around, speeding towards him at a frenzied pace. Then, he got hit again at his right arm by the extraterrestrial, making him growl out of frustration as he noticed him about to attack again, aiming for his mask as he came down. However, his adversary somersaulted forward, dodging the attempt as Goop struck nothing but the metal floor with a splat. Using the chance he had, the dark clothed man turned around and threw out his arms, having a javelin of his microbots launch up and grab the anti-gravity projector over his enemy's head.

"Wh-What?!" he stammered in exclamation, trying to fly off, but found himself unable to do so as his only source of movement was in the hands of his foe. He then clenched his right hand into a fist, making his microbots begin taking the energy from the Omnitrix symbol once again, causing the Polymorph to cry out unbearably as his form squiggled around uncontrollably, while the energy of his device was being sucked away in a green light, flowing into the trench coat of his adversary.

"Babe!" Rainbow called out, getting up and racing towards Yokai once again, about to hit him with her right leg. But suddenly, she found herself getting caught by the machines as well, wrapping around her legs and wings while she gasped in shock.

"Not exactly the smartest I see…" her opponent uttered, making her grit her teeth in frustration.

" _ **WARNING,**_ " the Omnitrix symbol upon Goop's anti-gravity projector stated, catching his and his foe's attentions, " _ **OMNITRIX POWER LEVELS DECREASING DUE TO OUTSIDE ABSORPTION SYSTEM,**_ " it explained, " _ **INITIATING FAILSAFE PROTOCOL,**_ " it declared, shining in a green aura. The masked man quickly reacted, pulling his makeshift appendage of black objects away from the device, jumping away. However, he then had the ones holding the rainbow haired girl fling her right at the alien, causing her to yelp in surprise as the Omnitrix let out its aura in a burst of green light, knocking her down to the floor with a thud.

"Ow…" she groaned in pain while something crashed beside her, just as the luminosity vanished. In the place of the Polymorph was an alien that resembled a mummy. He had a black headdress, with two glowing green gaps on either side of it, and a gold rimming at the bottom. Crown-like golden spikes surrounded his green eyes, the lower face was wrapped in bandages, and the chin was black with more green gaps on it, with a golden beard-like spine jutting from it. His bandages were ragged, as well as more layers being visible, and was more greyish-brown in color. A large collar/wrap-like garment with green and black stripes covered his upper chest and shoulders. He had black-and-gold pads on each shoulder, with each one having a green "eye" on them. The tendrils on its back were very short. With all that, the creature had the Omnitrix symbol on a green and white belt at the waist. He rubbed his head in pain as he sat up.

"Oh, man…" he muttered in a dignified voice, "Anything I turn into just backfires 'cause of those things…" he noted, standing up with his girlfriend.

"Ergh…" she grunted, rubbing her left shoulder, "I feel like he's just toying with us now…" she admitted, glaring at their enemy as he stood atop a mountain of his machines, which crawled about beneath him.

"Yeah…" the Thep Khufan agreed as the Omnitrix symbol upon his belt began blinking in a bright green light, catching his attention.

" _ **OMNITRIX POWER LEVELS DECREASED TO FIFTY PERCENT,**_ " it suddenly stated, " _ **INITIATING RECHARGE MODE,**_ " it declared.

"Wait, _fifty_?" Snare-Oh questioned in confusion, but disregarded it as he shook his head, "Uh, override," he ordered calmly, "Code Ten," he said.

" _ **OVERRIDE ACCEPTED,**_ " the device responded, with its green glow fading.

"Heh, heh…" the dark clothed man chuckled, getting the attentions of his two adversaries.

"What's so funny?!" Rainbow asked angrily, clenching her fists tightly.

"Wait…" the Thep Khufan beside her began to realize, "Why didn't he try to stop me from overriding the Omnitrix?" he asked, placing his paper fingers at his jutted chin.

"There's no point to trying to stop it," Yokai replied, much to their surprise as he jumped down from his tower of microbots, which spread out across the floor, "And form you take, I can handle," he stated confidently while the machines gathered around him, buzzing about, "It's only a matter of time before you-!" All of a sudden, the floor began to move beneath his feet, along with the others'.

" _ **LOCKDOWN SEQUENCE ACTIVATED,**_ " an electronic voice stated through a loudspeaker, catching their attentions, " _ **PRISON LEVEL FLOOR ONE CLOSING,**_ " it added, causing them to gasp in surprise as they realized the floor was moving in towards the wall, about to disappear from under their feet. The masked man's microbots began pouring onto the floor beneath them, with Sunset taking notice as the ones she had fought against had stopped moving. He jumped down, landing behind her as she turned to see him, while her teammates came down beside her, getting into battle ready stances. Their foe then threw out his arms, enticing the machines to go and swarm around them, trying to trap them completely.

"Ben! Rainbow!" the red and yellow haired girl called out to her friends, placing a hand on each of their shoulders respectively, catching their attentions as she looked out through the opening the objects left, which was right in front of the dark clothed man. The three of them suddenly disappeared in a bright flash of amber light, making their opponent gasp in shock as he looked around for them. They suddenly rematerialized right before him, causing him to react too late as they all struck him simultaneously with their right fists, sending him tumbling across the floor before he came to a sliding halt.

"Woohoo!" the rainbow haired girl exclaimed delightedly, pumping her fist as she believed that she and her teammates had the upper hand.

"Come on, guys," Sunset beckoned, "We gotta take this guy down before he gets any more power," she noted, readying her hands as they became encased in a magical aura. The Thep Khufan clenched his paper fists, while his girlfriend stretched out her wings, preparing to get back in action. Meanwhile, their enemy stood back up, closing hands into fists as his machines began buzzing about loudly, signaling his building rage. Elsewhere, the Proto-TRUK was soaring into a highway tunnel as it was still in its spaceship form, causing a flurry of honks from cars as he passed by them from above.

"S-Sorry!" Rook stammered in apology from within the vehicle, sweating nervously, "The entrance should not be too far now…" he muttered to himself, looking ahead. Suddenly, his eyes widened in shock, seeing an opening on the wall on the side of the road. However, he also took note of the fact that it was slowly closing. Gritting his teeth together, he throttled his vessel forward at maximum speed, twisting it to its side, narrowly managing to make its way through the sealing access while its wings were clipped against the metal ceiling and floor. The Revonnahgander struggled to rebalance the ship, turning its steering wheel as hard as he could. It then began skidding across the floor, with sparks flying off of its frame while it span around. Moments later, it ended up in the hangar level of Plumber HQ, coming to a grinding halt as it was greatly damaged, being scraped, bent, and broken all around. "Huh…" its pilot sighed in relief, "I am thankful that I put my seatbelt on…" he noted, unbuckling himself from his seat at the wheel, kicking the door down, exiting the craft as quickly as he could, "If the code red alarm is active," he began to realize, "that must be why all the entrances are being shut off…" he comprehended, walking over to the elevator. He entered an access code on the security panel beside it, but suddenly, its screen lit up in a bright red luminosity, showing the word: "INVALID" upon it. "All accesses are locked…" he uttered out of frustration. He then took notice of the ventilation shaft upon the wall away from the elevator, making him quickly rush out and jump up to it, latching onto its covering panel. Using his right hand, he pulled at it until it broke off, letting it fall to the floor while he climbed in. "Do not worry, everyone…" he reassured quietly, "I am on my way!" he promised, crawling hurriedly.

"GAH!" Rainbow exclaimed in agony as the microbots struck her like a whip, sending her crashing into one of the cell doors on the bottom second floor of the prison level, sliding down it with a heavy groan.

"Hey, everybody!" an alien crook inside the containment called out, "We got a fight out here!" he proclaimed. The other prisoners began cheering loudly, banging on their sealed accesses.

"Ugh…" the rainbow haired girl grunted while getting back on her feet, as the Thep Khufan came over to her, kneeling down to make sure she was all right, "Looks like we started somethin'…" she noted, pointing towards the cells that were becoming very rowdy. The sounds of conflict caught their attentions, making them turn to see their teammate fending off Yokai on her own, firing beams of magical light his way, while he blocked them with his walls of microbots, throwing out makeshift spears of his objects towards her.

" _ **PRISON LEVEL FLOOR TWO CLOSING,**_ " the electronic voice from the loudspeaker stated. The floor beneath the two fighters and the other Omni Force members began to move inward, catching their attentions. The latter group jumped down to the bottom third floor first, with her mummy-like, alien boyfriend stretching out his left arm to the metal below, reeling himself toward it, landing beside her. Meanwhile, the masked man had his machines swarm after his enemy, who quickly glanced down, teleporting away in a bright flash of amber light before they could reach her.

"Tch," her opponent scoffed, hopping down to the next floor where a pile of his microbots awaited him, cushioning his landing. Sunset then reappeared on the same floor, standing firm before her foe as she got back into a battle ready stance. Her allies then ran up to her, with the extraterrestrial of the two throwing out both of his arms at the dark clothed man, having his hands closed into fists. He had his small objects form up spikes around his position, stopping the appendages from reaching him, even piercing through their paper form.

"Uh oh…" Snare-Oh realized with a gulp, suddenly getting yanked over and flung into a cell door by the little devices, causing the prisoners to begin cheering loudly as he slowly slid down it, hitting the floor on his face.

"Babe!" his girlfriend cried out in worry, glaring out at Yokai, who glanced back at her, throwing out his left arm towards her, causing his objects to begin charging right at her.

"Rainbow, let's go!" the red and yellow haired girl yelled, grabbing her friend by the right hand, and teleported away with her to her surprise, avoiding the attack. Their enemy looked around somewhat frantically for them, but didn't see that they reappeared right behind him from above, catching his attention. He turned too late though, as the rainbow haired girl dashed by, striking him on the shoulder, making him keel over onto his left knee. With that, her teammate took the chance and struck him on the head by using her glowing right fist, knocking him down against the floor.

"Gah…" he grunted in pain while the two girls stood behind him, with the winged one giving off a smug look as she crossed her arms. All of a sudden, the microbots began amassing and crawling over towards them, much to their shock as they crashed down upon them like waves, making them yell in fear.

"Girls!" the Thep Khufan shouted, about to stand back up, but found himself also knocked away by the waves of small machines, which his adversary was controlling the whole time, having his arms stretched out to their respective sides as he was on his feet. Gritting her teeth in frustration, Sunset suddenly disappeared from the entrapment of microbots in a flash of light, rematerializing right beside the masked man, about to strike him with her left fist, which glowed in an amber light. However, he grabbed her at the wrist with his right hand before she could attack, halting her as she gasped.

"That's enough of that," he advised, gripping her tightly, making her cringe in pain.

"Ergh…" she grunted, as sweat began coming down her face, "You know… I could just teleport myself right outta this…" she muttered in between breaths of air.

"True…" her foe noted, "But it looks like you're running out of steam," he pointed out, readying his left hand, "And that's… all I need…" he uttered, with a spear-like appendage of his microbots jumping out from the floor, latching onto the buckle of her belt, causing her to gasp in shock.

"Sunset!" her winged friend cried out, trying desperately to break out of the casing of machines that were pushing her away. Her mummy-like, alien boyfriend struggled to attempt to get away from them as well, but it came to no avail as he was dragged away.

"Checkmate," Yokai said, clenching his left hand into a fist. His devices then suddenly began sucking away the energy from the red and yellow haired girl's belt, sparking in a red light that poured into them, flowing to their user's trench coat. The luminosity flowed into the fifth canister, filling it up completely before it sealed itself off with a click. "And that's five…" the dark clothed man uttered, while the Proto-Tech Exo Armor upon his foe crumbled into pieces, revealing her regular clothing beneath it.

"No!" she gasped in fright, looking at her enemy with a scared look. But she regained her composure, shaking her head as she got back into a ready stance. "I've still got my magic," she noted, "and I'm not gonna-!" Suddenly, in a bright flash of light, her amber skin, pony ears, and ponytail all disappeared, causing her to keel over slightly.

"Looks like that's that," the dark clothed man stated as he prepared his microbots to attack. They then lunged out, knocking into her hard from the side, sending her plummeting down the opening between the floors.

"SUNSET!" Rainbow cried out in horror, while Snare-Oh watched on with widened eyes, as his new teammate and best friend fell from a great height. Their adversary stood at the edge, looking down through the eyes of his mask to see something deeper within the complex, which was glowing in a bright green light upon his visor.

"Such energy…" he noted, letting out a small laugh, "That should do it," he uttered, jumping down from the floor, falling towards the bottom while the two remaining Omni Force members ran over, seeing him plummet with his microbots.

"I _am_ gonna tear him apart!" the female of the two declared, punching her left hand out of anger.

"So am I," the Thep Khufan agreed, "But we're both running low on oomph right now," he pointed out to her.

"Yeah, I know…" she responded, deactivating her magic in a bright flash of light, with her pony ears, ponytail, wings, and cerulean skin all vanishing from her body.

" _Ben,_ " a familiar, old sounding voice began through the Omnitrix symbol upon the alien's belt, " _are you there?_ " he asked. The mummy-like extraterrestrial tapped the device, recognizing the voice through its communicator system.

"Yeah, I'm here," he replied quickly.

" _Were you able to stop Yokai yet?_ " Max asked him.

"No…" he responded as he clenched his paper fists out of frustration, "He destroyed Sunset's armor, and took her out," he told him, "And now he's headed further down the base…" he added.

" _Further?_ " his grandfather questioned, sounding somewhat surprised " _But the only thing that's below the prison level is…!_ "

"The power core…" Snare-Oh realized in interjection, widening his eyes.

" _Ben, if he gets his hands on that, we're gonna have a lot more to worry about later,_ " the human Magister explained.

"Got it," the Thep Khufan replied, shutting down his communications as he was about to leap down after the vigilante.

"Wait!" his girlfriend exclaimed, getting his attention, "What about Sunset?" she asked, "We gotta make sure she's okay!" she told him.

"I think she'll be fine," he reassured, "After all, _you_ survived a fall bigger than that," he pointed out.

"Yeah, but…" the rainbow haired girl tried to say, but couldn't as she looked down, trying to see if she could locate her friend with a concerned look on her face. Her mummy-like, alien boyfriend then placed a comforting hand on her left shoulder, causing her to smile slightly before grabbing it. "'Kay, let's go," she said with a nod. They then dove down, as the extraterrestrial of the two had an extension of his paper body latch onto the floor they were on, allowing them to slowly descend to the very bottom of the prison level. It then retracted back to him, while Rainbow looked around, seeing a large pathway ahead. "That way!" she pointed out, running off with Snare-Oh, heading through the passage. Unbeknownst to them however, the red and yellow haired girl was lying down on one of the floors of the prison level, unconscious for the moment as she lay on her left side.

"Ugh…" she suddenly groaned, beginning to stir as her eyes fluttered open. She blinked for a moment before turning her head to her left, looking up to see that had she had plummeted quite a distance from the bottom third floor. "Wow…" she muttered, sitting up with a grunt, "I can't believe I'm still alive from that…" she admitted to herself, rubbing her left shoulder out of pain. Standing up, she turned around, being met with a horrifying sight in one of the cells. A criminal with an appearance very similar to a warthog was up against the sealed door, banging his hands against it. He had a nose ring and wore a purple and black leotard with a belt that had a mark that looked like a silhouette of warthog on the buckle. He also had purple and black boots and gloves, which were both fingerless and toeless.

"THUNDER!" he cried out, making Sunset yelp in surprise as she stumbled back, falling onto her rear end while she breathed rapidly out of fear.

" _ **PRISON LEVEL FLOOR SEVEN CLOSING,**_ " the electronic voice through the loudspeaker stated, catching her attention, as she noticed that the floor above her had closed off. Suddenly, the floor she was upon began moving inward, about to shut completely. She quickly stood up, trying to reactivate her Equestrian magic, but to no avail as nothing on her body changed. Desperately looking around for a sign of a platform, she then saw the retracting conduits to the elevator, gulping as she ran forward, leaping off the edge of the closing prison floor, lunging for the one she was nearest to. She was barely able to grab it at the edge with both of her hands, dangling as she attempted to climb up. However, the metal platform was about to completely withdraw into the elevator, just as she got her elbows upon it. Reaching out to try and grasp the wall of the transport, the red and yellow haired girl gritted her teeth, frantic about making it. Unfortunately, the conduit had retracted completely before she could grab anything, causing her to begin falling.

"AAAHHH!" she shrieked, but then felt a hand grab her at the left wrist, stopping her from plunging towards the bottom. She looked up and gasped in delight to see Rook within the open elevator, clenching his teeth as he held onto her.

"Hang… on!" he grunted, reeling her in as quickly as he could with both of his hands. They both landed safely onto the floor, breathing heavily out of relief. "Huh…" the Revonnahgander sighed as he stood up.

"Blonko!" Sunset exclaimed, getting up and embracing him almost immediately, much to his surprise, "Oh, I'm so glad to see you…" she said, making him blush slightly. Suddenly though, she realized what she was doing, and instantly let go of him. "Uh, s-sorry…" she stammered in apology, with a tint of pink appearing on her cheeks, "I'm just… really glad you're back," she told him. He widened his eyes in shock out of her caring gesture towards him, but shook his head from that thought, regaining his focus.

"I received the code red alert on my Plumber badge," he said, changing the subject, "What has happened?" he asked the girl.

"Yokai's here…" she responded after a moment as she looked down somberly.

"Yokai?" the Revonnahgander questioned, raising his right eyebrow in confusion, "Is he the one who rampaged earlier this evening?" he asked, getting a nod in reply from the red and yellow haired girl.

"He came in through… some red portal," she began, "and took out most of the Plumbers," she told him, "He also took my armor apart and knocked me out…" she added in an ashamed tone as she held her right arm out of embarrassment. The alien Plumber was surprised, but then put his left hand on her left shoulder, catching her attention as she looked up to see a reassuring smile on her teammate's face.

"Do not worry, Sunset," he said, "We can still stop him," he stated, "even without your armor," he mentioned, causing her to grin in agreement, "Now," he began to say as he pulled himself away from her, "we need to find out where Yokai is heading," he pointed out, "Do you know what exactly he is after?" he asked.

"The energies of any alien weapons he comes across," his teammate replied, "And that includes Ben's Omnitrix…" she mentioned, rubbing her chin in thought with her right hand.

"If he is going deeper into the base," Rook started to realize, "the only thing that is left would be-! Oh no…" he muttered as he recalled what their enemy was now after.

"Wh-What?" the red and yellow haired girl stuttered worriedly, having heard the surprise in his tone.

"He must be after the power core…" he uttered, "We need to get down there and help Ben and Rainbow immediately," he told her, walking over to the other side of the elevator, prying a metal panel right off of it almost instantly with a grunt.

"Wait, hold on!" Sunset yelled, halting him from doing anything else, "What's the power core for?" she asked.

"It is not only our power supply for the entire base," the Revonnahgander began in reply, "but also our only way of keeping criminals from escaping their cells with its defense grids," he explained, "If Yokai were to take all of its energy," he started to say, "we would have a even more troublesome matter to deal with," he told her as her eyes widened in shock.

"Well… I'll help," she declared, activating her Proto-Glasses as green icons appeared upon the lenses. She then walked over to the wiring that was under the pried off panel, looking through it closely as she saw a small lever beneath the jungle of cords. "There it is…" she muttered, reaching her hand inside to try and pull it, "By the way," she began as she took hold of the handle, "how'd you get in if the base is in lockdown?" she asked, attempting to pull down the lever, but to no avail as it didn't budge.

"I found my way through the station's ventilation shafts," he responded, "They led me to the elevator corridor, and I ended up here," he added, going over to the red and yellow haired girl, reaching his own right hand inside of the wiring, grabbing the switch with her, much to her surprise as she looked at him, "Let us do this together," he stated with a smile to her. Quite shocked by his change in attitude from what had conspired earlier, she blinked for a moment, but then let off a little grin, tightening her grip on the lever.

"On three," she then advised, "One…" she began counting, "Two…" she continued, with Rook increasing his hold over her hand, "Three!" she exclaimed, before they both pulled the lever down with all of their might. All of a sudden, the elevator began sliding down with a screech as it plummeted downwards, heading towards the lowest level of the station.

 **END**

 **And that does it for part two of Episode III! Only two more chapters left before the story's finally over! So, will Rook and Sunset be able to assist Ben and Rainbow before Yokai gets the last of the power he needs?! Find out next week!**

 **Along with that, there's gonna be a sneak peek of "Going Wild"! Now, I should point out that this story's gonna be more centered around Ben, Rook, Rainbow, and Sunset as the main characters dealing with the conflict. The Teen Titans will come in later, but won't be playing as big a part as they will. Also, Skurd's gonna be a part of the story too! So, we'll see how that works in due time!**

 **And to top things off, the epilogue's gonna contain a sneak peek of "Visitors", the humungous Fairy Tail crossover that features Natsu's induction into Team Omniverse as its ninth member. For those of you that wanna get a general idea of what's gonna happen in the preview, there's gonna be a challenge between two redheads! Ooh, the excitement continues! Stay tuned for more chapters, you guys!**

 **See ya!**

 **QUOTE:**

 _ **He might be an idiot sometimes, but he's an idiot I love.**_

 _ **~Rainbow Dash,**_

 _ **to Charles Zenith about Ben in The Most Dangerous Game Show**_


	9. EPISODE III PART III

**Hey everyone! Hope you guys have been enjoying all of the latest chapters recently, because I've been able to manage my time pretty wisely while here in college! But now… it's time to end Episode III of "Outlook"! Last time, we saw Yokai restart the conflict between him and our heroes. Now, it's time to see how this battle concludes, and then, we'll take a look at a sneak preview of "Going Wild"! So with that… let's wrap things up!**

 **OUTLOOK**

As his microbots crawled after him, Yokai trotted down the halls at the base of the Plumber Headquarters, searching for the power core he had located earlier. Through the eyes of his mask, he was scanning the area, trying to detect the energy source. Suddenly, a blur zoomed by, knocking him down onto the floor on his stomach while the machines of his stopped moving. He immediately looked up to see the rainbow haired girl come to a screeching halt as she landed onto the floor, having skidded across it. She had her Equestrian magic activated with her wings, ponytail, pony ears, and cerulean skin all upon her body.

"All right, punk," she started to say as she got into a battle ready stance, clenching her fists tightly, "this is as far as you're gonna go!" she proclaimed as her enemy stood back up, growling in frustration. He then took notice of a presence behind him, enticing him to turn and see Snare-Oh there, with his cloth-like extensions prepared to attack.

"Let's see then," the masked man uttered in response, throwing out his arms to their respective sides, making his small, black objects begin charging towards heroes. They jumped up however, avoiding them as the winged girl began dashing to the vigilante, about to strike him with her right foot. He quickly reacted and had the microbots surround him entirely, causing his opponent to hit nothing but them, only bursting so many apart from each other. With the given chance, he threw out his left to have his machines try and grab her, but suddenly, he saw his arm get wrapped in paper cloth, causing him to gasp in surprise before he looked back, seeing that the Thep Khufan had grasped him with his stretched out fingers from his left hand. He began reeling him in as his adversary felt his extremity get tugged away. "Ergh…" he grunted, throwing his right hand out, making his small, black devices shoot up at the falling extraterrestrial. He avoided them easily, moving side to side to dodge each spear that flew his way. Glaring at his enemy, he then threw out his right arm, hoping to punch him with his fist. His opponent somersaulted under it just in time however, utilizing his objects to clutch it before it could retract. The mummy-like alien came down and tried to attack with his feet, but they both missed as the dark clothed man jumped away, reeling his left arm back, enticing his microbots to attempt to fling his enemy. However, Rainbow sped in and bashed through the makeshift appendage of the machines, allowing her boyfriend to withdraw his arm.

"Come on, babe!" she beckoned, leaping into the air to avoid another fissure of the little devices headed her way, landing right behind her foe. Snare-Oh removed his left fingers from him, charging at him as he had the small, black objects pour out of his sleeves, forming into temporary blades over his hands. He swung them out at the two heroes, while they both began to engage with him in close combat, trying to knock him down with their punches and kicks, as his microbots managed to shield him from their attacks.

"Ergh…" the Thep Khufan grunted in frustration as he thought up another plan. Suddenly, he had his paper body unravel into sheets, which began wrapping around the vigilante, much to his surprise as he gasped. Before he was completely entrapped by the extraterrestrial though, the machines of his encased him within a solid sphere that was underneath the covering of light brown material.

"Nice!" the rainbow haired girl complimented with a fist pump. However, spikes of the objects burst out of the cloth, causing her to gasp as Yokai ripped right through it, somersaulting across the floor before he threw his arms out, enticing his microbots to charge and strike her before she could even react. She crashed into the remains of her alien boyfriend, smashing down against the floor and small devices while the rest of them gathered around their user, as he was about to head off. All of a sudden, the material began to rise into the air, reforming itself into the mummy-like creature as he stretched his arms out, taking hold of his foe, making him gasp in surprise.

"Nowhere to run, mask face!" the extraterrestrial mocked as his girlfriend developed a smug look on her face, crossing her arms.

"Who said I was running?" the dark clothed man quipped in question, not flinching at all, much to the shock of the two heroes. All of a sudden, the black machines leapt out at them and knocked them both down to the floor with yelps, also causing the Thep Khufan to relinquish his grip on the vigilante, who turned around. He suddenly threw his right arm out, enticing the microbots to jump out and latch onto the Omnitrix symbol at Snare-Oh's belt, making him gasp in surprise. His adversary closed his hand into a fist, and with a spark of green electricity, the energy within the device started getting sucked up by the small objects.

"EEEEYYAAAAHHH!" he exclaimed in pain as he trembled from the voltage coursing away from him.

"Babe!" his girlfriend cried out as she stood back up.

" _ **WARNING,**_ " his device suddenly stated, " _ **OMNITRIX POWER LEVELS DECREASING DUE TO OUTSIDE ABSORPTION SYSTEM,**_ " it explained, " _ **INITIATING FAILSAFE PROTOCOL,**_ " it declared, glowing in an ominous, green aura.

"R-Rainbow, get back!" the Thep Khufan yelled, causing her to immediately fly back while their enemy retracted his machines, running off into the distance. The green aura then burst into a bright flash of green light, blinding her for a moment as she covered her eyes with her left arm. When the luminosity vanished, she looked out to see that her boyfriend had morphed into a large, bulky, reddish-brown alien with rocky skin, a giant mouth and a molten lava planet core at the center of his body was holding a metal disc in his hands. His feet were tan with three toes. He had three fingers and one thumb on each hand, and wore black shorts with green stripes and a green belt with white stripes. On top of that, bore the Omnitrix symbol upon his forehead.

"Gah…" he groaned in pain, rubbing the back of his head as he sat up, "I'm _so_ gonna get that guy…" he muttered.

"Least you got the alien to do it now," the rainbow haired girl noted cleverly.

"Yeah, I guess so," he agreed, "Come on," he beckoned, standing up on his feet, "We gotta stop him before he reaches the core," he explained.

"Aye aye!" the winged girl responded with a quick salute as they both went off after the masked man. Unbeknownst to them however, a loud crashing sound occurred moments later, with smoke coming out of what appeared to be the doors to the elevator.

 **EPISODE III PART III**

A few moments passed before a pair of periwinkle furred hands pried the elevator doors open from the inside, coming out of the smoke coughing as both he and the red and yellow haired girl exited the compartment, with the former of the two falling to the ground on his knees.

"Blonko, are you all right?!" Sunset asked as she immediately went over to him.

"I… am fine…" he grunted in response, standing back up as he cringed in pain, causing her to give off a worried look in her eyes, "We should keep going," he advised to her, about to head off as he started to run down the hall.

"Blonko, wait," she said, getting his attention as he halted himself, turning around to face her, "Are you _sure_ you're all right?" she asked, glancing off to the side. The Revonnahgander could tell by the tone in her voice that it wasn't the exact same question she had asked before, but didn't know what it was for.

"Whatever do you mean?" he questioned, raising his right eyebrow.

"Well…" the red and yellow haired girl began to say as she rubbed the back of her head nervously, "after what happened earlier tonight," she continued, "I was really worried about how you were feeling…" she confessed, much to his surprise as his eyes as his eyes widened, "Which is why I… kinda snuck into your room…" she admitted, blushing all the while out of embarrassment.

"Wh-What?!" Rook exclaimed in shock as he recoiled, "H-How did you get in?!" he stammered in question.

"I, uh… used my Proto-Glasses…" she replied sheepishly, "I just wanted to know what it was that got you so upset…" she told him. Still astonished by her confession, the alien Plumber blinked for a moment before recomposing himself, shaking his head.

"And… did you in fact-?"

"Yeah, I found that letter…" Sunset interrupted as she went over to him, "I'm really, _really_ sorry about what happened," she apologized, placing her right hand on his shoulder, "And I bet you don't wanna talk about it too much…" she added, backing down from him.

"Uh… no…" he stuttered in response, "I mean… I was quite saddened, but…" He rubbed the back of his head nervously as the red and yellow haired girl gave him a very sympathetic look, causing him to sigh deeply. "I… just returned from my home on Revonnah," he told her, making her widen her eyes in surprise, "After all that had happened," he began, "I… wanted some clarification from Rayonna…" he said, "Just to know if she truly desired to go through with this…" he mentioned to her.

"But… in the letter," she started to say, "it sounded like she wasn't all that happy about it…" she noted, raising an eyebrow in concerned confusion.

"Indeed," Rook agreed, "We talked about it for a while before I left," he explained, "In the end though," he began, "we both thought that it was for the best," he stated, "If I were to try and marry her myself," he continued, "I'd have to give up my life as a Plumber," he told her, "And as a member of the Omni Force," he added.

"Won't that be hard for you?" Sunset asked, "I mean, she was your girlfriend for like… ever," she pointed out, "At least… from what I saw in the letter…" she admitted sheepishly.

"Not at all," the Revonnahgander reassured in reply, taking hold of her hand with his left, much to her surprise, "True, it may still hurt somewhat…" he confessed, "But Ben has told me that there are plenty of… um…" he stammered, looking up at the ceiling with a raised eyebrow as he tried to recall his partner's advice, "Uh… oh, fish!" he exclaimed in realization, chuckling nervously, "Yes, he said that there are plenty of fish in the sea when… it came to… uh…" He stopped as he noticed the surprised look on the red and yellow haired girl's face. But she then began giggling, much to his surprise as he blinked and blushed.

"You're right, Blonko," she agreed, "There definitely could be someone else out there for you," she noted with a bright smile, causing his face to flush even more. However, he grinned as well, having a thankful look upon his face.

"Come on," he beckoned, "Ben and Rainbow need our help," he stated.

"Right!" Sunset responded, about to run off while the alien Plumber was still holding onto her hand, which she took notice of, "Uh, Blonko?" she said, getting his attention as he looked to see where his hand was.

"O-Oh!" he stuttered in realization, relinquishing it as he blushed again, "Sorry, I-!"

"It's okay," the red and yellow haired girl interjected in reassurance as they started to both head off, "Let's just go stop Yokai!" she declared, running alongside him.

"Y-Yes!" he agreed, racing down the halls with her. Elsewhere in the station, the power core room was perfectly silent as the potent energy source floated over controls on the four sides of it. Three separate generators were located upon the walls of the area, pumping the mainstay up with vitality as it span around like an orbiting planet. In its center, a metal sphere span even faster as it was charging rapidly in power, maintaining it to a great extent. All of a sudden, the pair of metal doors to the room burst open, falling to the ground with loud bangs as smoke emerged from the entrance. Microbots then began crawling inside, followed by their user as he stepped forth.

"There it is," he uttered, moving closer to the power source as his machines buzzed about. Through the eyes of his mask, he could see that it was coursing with potent energy. "With enough power from this," he began, "I'll be able to finally-!" He halted his sentence the moment he noticed the small devices around him begin to rise up into the air, without a command from his thoughts. He too then began floating upwards, much to his surprise as he gasped, flailing around as he couldn't regain his balance.

"Peek-A-Boo!" a voice exclaimed, as suddenly, Rainbow flew out and punched him right in the gut, causing him to writhe in pain as he put his arms around his torso while she dashed by. He then looked down to see Gravattack standing there with his arms outstretched before him, having a light green aura over both of his hands.

"So," he began, "how's it feel to be runnin' on zero gees?" he asked mockingly, as he was the one who was manipulating the force around the dark clothed man and his little, black objects. The rainbow haired girl then soared back at him, kicking him in the back, making him grunt in pain again as he careened towards the wall, bracing himself as he made impact with it.

"Woohoo!" his flying enemy cheered with a fist pump, as she and her alien boyfriend now appeared to have the upper hand on him.

"Gravitational abilities, eh?" he guessed to himself as he floated back into the air. His microbots then began swarming around again, connecting with each other as they formed into makeshift spears and javelins. He threw his arms out, directing them to attack the Galilean as they streamed towards him.

"Oh, no you don't," he declared, keeping his hands up as the aura on them increased in size. The microbots then suddenly broke apart, much to the shock of their user. "Sorry, pal," his opponent mock apologized, getting his attention, "As long as I got the gravity, I'm in control!" he quipped, "Sweetheart?" he called out.

"Got it, babe!" the winged girl replied, dashing down and striking the masked man over and over, making grunt in agonizing pain as his body couldn't take much more punishment. However, he took notice of the fact that the alien was focusing his powers upon him, and his machines, rather than anything else.

"Heh," he chuckled in realization, having the small devices suddenly lunge out towards the power core.

"Whoa!" Gravattack exclaimed, making the gravitational energy upon his right hand focus on that small group of little, black objects, causing them to stop in mid-stride, breaking apart. Yokai then made another set of makeshift spears shoot towards Rainbow as she was flying around the room, all about to attack her simultaneously. "Sweetheart!" her boyfriend cried out, using his left hand to stop them with his powers, making them break apart as well. He began breathing somewhat heavily as the strain of trying to keep hold on three separate areas. Though as he was doing that, his enemy found that the field of gravity around himself was beginning to weaken as he slowly descended towards the ground.

"There we go…" he uttered, throwing his arms out. The remainder of his microbots then sprang out, striking the Galilean again and again, causing him to grunt as he was pushed back, with the aura around his hands disappearing.

"Agh! Ow!" he yelped as he got hit constantly, unable to regain himself while his foe wouldn't let up.

"Babe!" his girlfriend yelled, dashing down as the masked man touched the floor with his feet, while his machines had scattered across it as well. She was about to kick him with her right leg, but suddenly, a group of the small devices leapt out and grabbed her by the wings, causing her to yelp in surprise as she was flung across the room, careening straight into the face of her alien boyfriend. "Ow…" she muttered in pain as she slid down and hit the floor, struggling to get back on her feet while she was on her knees.

"Dash!" Gravattack exclaimed out of shock, taking his focus off of his adversary for the moment. With that chance, he threw his arms out again, enticing the little, black objects to spring forth and strike him again, banging him against the wall. While he grimaced in pain, the Omnitrix symbol on his forehead began beeping, causing him to gasp. "Aw, no! Not now!" he pleaded desperately, but to no avail as his device timed out, transforming him back into Ben in a green flash of light.

"Huh…" he sighed, "And to think that's the only time I've actually timed out today…" he noted in a frustrated tone. Just then, the microbots began crawling all over him and his girlfriend, much to their surprise as they were dragged over to the wall, being pushed up against it as they squirmed and struggled to try and break free.

"I think that's enough fun for one day," the dark clothed man suggested jokingly as he walked back towards the power core, "Now then…" he began while his machines swarmed about beneath the spinning sphere, "let's finish this," he uttered, closing his right hand into a fist. The small devices then jumped up, latching onto the energy source, forming a makeshift rod that led back to their user. Sparks of electricity began billowing at the connection point between the little, black objects and the power core, as energy began flowing through them. Meanwhile, Rook and Sunset were hurriedly heading down the halls, rushing as quickly as they could to come to the aid of their teammates. The luminosity from the energy being sucked away poured into the sixth canister upon their foe's belt, filling up slowly but efficiently. "Yes…" he said out of satisfaction while his captives continued to squirm around in their traps.

"Ergh!" Rainbow grunted as she gnashed her teeth together, "You better let us outta here," she began, "or I am gonna-!"

"Pipe down," Yokai interrupted, causing her to angrily glare at him as she continued to wriggle around in the tight grip of the microbots. Moments passed as his machines continued to pull energy away from the power core, and into the final containment upon the man's belt. With a sudden click, the canister filled up fully and sealed itself, just as the Revonnahgander and red and yellow haired girl had arrived at the entryway. "And that's that," their enemy uttered, unlatching his small devices away from the energy source, which was still spinning, but not as rapidly as before.

"Huh?" the rainbow haired girl said with a raised eyebrow.

"What do you mean by 'that's that'?" Ben asked, arching a brow of his own as the masked man approached them.

"I've obtained enough energy from your alien weapons and power sources," he explained in reply, "My work here is done," he stated.

"You are not going anywhere!" a voice declared, catching his and his enemies' attentions as they looked to see the two remaining Omni Force members standing upon the busted doors, staring him down.

"Rook?" the Omnitrix bearer uttered in surprise as his eyes widened.

"Sunset!" his girlfriend exclaimed upon seeing her friend, relieved that she was okay.

"So, you survived the fall…" the dark clothed man noted as he turned his focus onto them, while half of his little, black objects were still holding onto the other two heroes.

"Let them go this instant, Yokai!" the Revonnahgander demanded as he and his teammate got into battle ready stances.

"I was going to," his foe responded, much to their surprise as they raised their eyebrows in confusion, "I've already obtained enough energy from this world for my purposes," he explained, "so I don't need to waste my time with more pointless fights," he pointed out, walking off.

"Hold it!" the red and yellow haired girl suddenly ordered, activating her Equestrian magic in a bright flash of light as her pony ears, ponytail, and amber skin all appeared upon her. She then threw both of her arms out, firing a magical beam of light from them that struck her adversary right in the back, causing him to keel over and fall to his knees in pain. However, he managed to keep hold of his focus as his microbots began buzzing about loudly. He stood back up, turning around and staring down his new opponents as he clenched his fists tightly.

"Fine then," he uttered, throwing his right arm out, making his huge remainder of machines spring out towards them. Reacting quickly, Sunset grabbed the alien Plumber by the left arm, teleporting away in a flash of amber light before the little devices could wash over them. The masked man gasped in surprise, swinging his arms out, enticing his small, black objects to shoot up in the forms of makeshift spears, ready to attack anything around their user. However, the two Omni Force members reappeared right above him, catching his attention as he noticed their looming shadows. He immediately had another set of the microbots go up in the form of a large pillar, about to strike them both as they were coming down. Instantly, Rook relinquished his arm from his teammate's grasp, separating from her before either of them could get struck. He slid down the makeshift column to the floor, rolling across it with a grunt. His partner meanwhile, vanished again in a flash of light, rematerializing right behind her opponent, about to blast him with another magical beam from her right fist. He saw her though, turning around as he made his machines wrap around her, encasing her in a trap as she gasped.

"Ergh!" she grunted, trying to break free while Rook charged for the man, readying his fists. Suddenly, her eyes widened as she realized something, grinning in delight. She instantly teleported herself out of the encasement, just as Rook began fighting hand-to-hand with their adversary, who had makeshift blades of his devices upon his hands, countering each blow dealt. Suddenly, a ray of amber light flew in and struck off the knife-edge on his right hand, making him gasp and look to see the red and yellow haired girl coming down, shooting more blasts of magic at him as she had her Proto-Glasses upon her eyes, having activated their targeting systems. They struck, incinerating the provisional weapons upon her foe, causing him to try and get away, but was stopped as the Revonnahgander was continuing to duel with him. He felt himself get hit over and over by punches and beams of light, making him breathe heavily out of fatigue. His extraterrestrial opponent then landed a kick at his torso, sending him tumbling across the floor as the little, black objects scattered and fell apart around him.

"Huh… huh…" the alien Plumber panted as his body sweated from the prolonging brawl, which he believed had ended as his partner landed beside him, "This… is over," he stated, going over to vigilante, "Now," he began, "if you would kindly turn yourself over before-!" All of a sudden, a group of the microbots sprang up and attached to his right arm, making him gasp in surprise as he felt them begin to eat through his Proto-Tech armor.

"Blonko!" Sunset exclaimed, readying her hands as they lit up in a magical light. She fired beams of the energy out at her foe, who had his machines shield him as they formed up into makeshift walls, which fell to pieces once they were blasted. Their user attempted to nab her as well, sending more and more of the devices her way in forms of javelins and poles. However, she was teleporting herself away from each attack, causing her enemy to clench his fists even more tightly in frustration.

"That's… ENOUGH!" he declared loudly, as his little, black objects swarmed out all around him and Rook, catching the red and yellow haired girl as she shrieked, getting pressed up against the wall.

"Sunset!" her extraterrestrial teammate cried out in shock, then glared out at his opponent, "Ergh!" he grunted, putting all of his remaining strength into his arm, causing the microbots around it to tremble. Suddenly, he broke out of the makeshift claw, revealing that the bots had destroyed his armor up to his right shoulder, much to the surprise of Yokai as he took notice of the Revonnahgander reeling back his right fist.

"No, wait!" he pleaded as he put his arms out in a placating manner, but was too late as he was punched right in the mask by his foe, being sent careening back as it fell off, landing onto the floor beside him as he fell on his side, facing away from the extraterrestrial. All of a sudden, the machines that were holding down the other three began to fall apart from each other, allowing them to move again.

"Woohoo!" Rainbow cheered, deactivating her magic in a flash of light as her pony ears, ponytail, wings, and cerulean skin all disappeared from her body.

"Rook, you did it!" Ben noted delightedly as his partner turned around, taking notice of something else with widened eyes.

"Sunset!" he cried out, immediately rushing over to the red and yellow haired girl, who was sitting up against the wall, cringing in pain from the last attack she suffered. She lifted her specs off of her eyes while she grimaced weakly, as he pulled her up by the left arm. "Are you all right?" he asked out of concern.

"Yeah… I'm good…" she responded after a moment of silence, "Ugh…" she groaned as she was stood up on her feet, "Never thought your job would be _this_ tough," she admitted jokingly, causing her new friend to smile.

"Ergh…" the dark clothed man's voice grunted, catching the attentions of all the Omni Force members as they looked to see him getting on his feet.

"Uh oh…" the rainbow haired girl muttered as she and her boyfriend regrouped with their teammates, all getting into battle ready stances. They then noticed him pick up the mask from the floor, gasping in surprise as he saw a large crack upon the metal inside of it as he turned around to face them. Their eyes all widened in surprise as they saw his middle aged facial features, including a round nose and gray hair, along with a few wrinkles.

"Who… are _you_?" the Omnitrix bearer asked as he saw the scowl upon their enemy's actual face.

"Again, I'm sorry for all this," he apologized in reply, "But it had to be done," he told them.

"'Done'?" Rainbow questioned, "Done for _what_?!" she asked angrily as the man put his mask back on over his face.

"For the sake of revenge…" he responded coldly, pulling out something from beneath his trench coat. Everyone gasped as they saw the object in his hands, being the duplicate MPG.

"No way…" Ben uttered in disbelief as the vigilante activated the device, causing a red portal to appear right behind him.

"Don't try to follow me," he advised as he turned around, "or you won't get back…" he told them as he walked into the swirling vortex. The Revonnahgander quickly pulled out something from one of the packs at his waist with his right hand, being shaped like a small, green microchip. Just before the rift closed, he ran out and tossed the object into it. The portal then vanished in a flash of light, with the heroes being left in shock as the microbots remained scattered across the floor.

"H-He had an… MPG…" Sunset stammered, pointing towards where the vortex had been.

"Yeah…" the Omnitrix bearer uttered, with him and his girlfriend still having their eyes widened in shock.

"Do not worry," Rook reassured, pulling out his own device, activating it as its holographic screen appeared over it. There was a blinking icon upon the small, virtual map, catching his attention as he saw it. "Look," he beckoned, catching the notice of his teammates as they walked over to see it too, "The rift Yokai went through leads to another universe," he explained, "It would be safe to assume that he is from there, considering his adept technology and ingenuity," he added, placing a hand on his chin.

"Yeah," the rainbow haired girl agreed, "I mean, how the heck would he get his hands on somethin' like an MPG?!" she exclaimed.

"Whatever the case," her boyfriend began, "we got a crook on the loose, and we need to bring him in," he told the group.

"Definitely," the red and yellow haired girl agreed.

"Well…" Rainbow chimed in, "we could stand to wait a few days to rest up a bit…" she noted, seeing as how some of her and her friend's clothing were both somewhat tattered, "Besides, we know where his universe is," she mentioned with a slight grin.

"Good point," Ben agreed, "And maybe we can get some others to help us out," he noted, just as some Plumbers were beginning to enter the area, including his grandfather as they took notice of his presence. "Grandpa!" he exclaimed, running over to him with his teammates.

"Ben!" the human Magister said with a relieved smile, "Looks like you all made it out okay," he noted, "Rook," he greeted with a grin, noticing the Revonnahgander among the group.

"Um… hello, Magister Tennyson…" he replied nervously, rubbing the back of his head.

"So, where's Yokai?" the officer asked, instantly changing the subject.

"Gone," his grandson responded, "And I think you're gonna find this hard to believe…" he added, causing him to raise an eyebrow in surprise and confusion, while agents were continuing to survey the minimal damage to the area.

 **END**

 **Don't worry. The epilogue will be done by this weekend, and will likely wrap things up in the sense of how the Omni Force comes to meet with the Big Hero 6. But for now, the main story's over! Wow, I can't believe I got this far while still in college. Classes haven't been all that bad in terms of work and whatnot, and I'm finding a lot of things to do while I'm around. Yet, there's still the writing I do to keep you guys happy, which brings us to our next topic: A SNEAK PEEK! This time, we're gonna take a look at the Ben 10/Equestria Girls/Teen Titans crossover of "Going Wild"! So, without further ado, here it is!**

 **SNEAK PEEK**

 **"You know," Rainbow began to say to her boyfriend, "we could've avoided the whole 'slime ball on your watch' thing if you didn't act so full of yourself!" she yelled, hitting him on the left shoulder with her right fist.**

 **"Ow! Hey!" he yelped in pain, rubbing that part of his body, "I said I was sorry, sweetheart…" he claimed, with shame evident in his tone.**

 **"Sure…" she responded sarcastically, "Your 'luck' got you that** _ **thing**_ **!" she yelled, pointing at the Slimebiote.**

 **"Tis true," he replied in a proud tone, "You could have attempted to subdue Khyber in a more… effective manner…" he commented, causing the Omnitrix bearer to gnash his teeth angrily.**

 **"Listen here, slimy," he started to say as he grabbed his head, "you better get offa' my watch right now before I rip you off!" he demanded, tugging at the mucus based life form, stretching him out as he tried to yank him away from the device. Unfortunately, he sprang back onto it like a bungee cord, still attached to its lid.**

 **"There's no point, my friend," he reprimanded, "I'm practically impossible to remove," he told him.**

 **"Guh…" he groaned angrily, and then turned to his girlfriend, who had her arms crossed as she turned away in a huff, "Rainbow, I'm really,** _ **really**_ **sorry about all this," he apologized sincerely, grabbing her left arm with his own, suddenly spinning her around with a yelp as she found herself in his arms, "I didn't mean to act so… cocky and full of myself…" he added, definitely ashamed of himself, "Isn't there** _ **anything**_ **I can do to make it up to you?" he asked her. She blinked for a moment while a slight blush formed across her cheeks, developing as a small smile as she couldn't help but admire his kind offer.**

 **"Well… I am a little thirsty…" she admitted, looking away out of embarrassment.**

 **"Then Mister Smoothy's it is!" Ben said with a snap of his fingers, "I've even got a coupon for a month's worth of free ones!" he noted, pulling out a slip of paper from his right pants' pocket.**

 **"You mean the same one that started this whole mess?" the rainbow haired girl questioned, raising an eyebrow out of annoyance. Her boyfriend just let sweat roll down the side of his face as he chuckled nervously.**

 **"Uh… I-" His sentence was cut off by her giggling, which turned into laughter.**

 **"I'm just kidding, babe!" she told him, "As long as we get smoothies, nuthin' else matters to me," she said, looking into his eyes flirtatiously as she placed her hands on his shoulders. He blinked in surprise, but then smiled back, pulling her close as he closed his eyes and readied his lips for a kiss while she did the same.**

 **"Oh, these 'smoothies' sound most delightful!" Skurd chimed in, halting them from making out, "Perhaps I could have a taste of-"**

 **"Shut it, snot head!" Rainbow yelled in interruption, squashing him down with her right fist as hard as she could, pressing him against the Omnitrix lid.**

 **"Huh…" its user sighed, "Guess we're gonna have to get used to that…" he noted disappointedly while his girlfriend growled angrily. Just then, they took notice of Rook walking towards them with Blukic and Driba, with the latter two still arguing over their incomplete teleporter.**

 **"It totally does!" the plumper of the two argued.**

 **"No, it doesn't!" the taller one retorted.**

 **"Does!" his partner yelled.**

 **"Doesn't!" the cap-wearing Galvan shouted, getting right up against his face. Meanwhile, the Revonnahgander walked over to his teammates, sighing deeply.**

 **"Those two just don't know when to stop…" Ben noted with a concerned look on his face as he let go of the rainbow haired girl, standing beside her while the alien Plumber placed himself next to him on the other side.**

 **"No, they do not…" he agreed, "So," he began, getting his attention, "I assume that your 'luck' is officially gone, yes?" he guessed.**

 **"Yep," his partner responded bluntly, "And** _ **she**_ **made sure I didn't forget it…" he pointed out while Rainbow just smirked.**

 **"Where is Sunset by the way?" Rook asked, changing the subject, "I have not seen her since we were teleported to the ship…" he told them.**

 **"You mean that lovely lass with the** _ **astounding**_ **fashion sense?" the Slimebiote questioned. Before he could even receive a reply though, the rainbow haired girl flicked him on the head, causing him to move back and forth uncontrollably as he yelled in despair.**

 **"Yeah, she and I were put onto Khyber's ship when we all got teleported," the Omnitrix bearer told his partner, "But after he turned into Tyrannopede, we got separated," he said, "I think she's still up there somewhere…" he mentioned, putting his right hand up to his chin.**

 **"Blonko! Guys!" a voice cried out, causing them to all perk their heads up and see the red and yellow haired girl running towards them, with her Proto-Glasses now tucked away in the pocket of her leather jacket.**

 **"Sunset!" her friend exclaimed, running up to her with the boys to follow, "Are you all right?" she asked as they came to a stop at a midway point.**

 **"I'm fine," she reassured in response, going over to her boyfriend, who smiled out of relief, "But… there's something I think we should check out…" she told them with a suspicious look on her face, much to their surprise as they all raised their eyebrows in surprise, while Blukic and Driba were still bickering from afar. Later, the group of four were back in the hull of Khyber's ship, with the Revonnahgander leading the way as the Proto-Tool upon his left shoulder acted as a flashlight, allowing them to see ahead while they ventured forward.**

 **"So, what's this…** _ **thing**_ **you want us to check out?" Ben asked, walking alongside the red and yellow haired girl.**

 **"Something…** _ **odd**_ **..." she replied vaguely, "Whatever it is," she began to say, "I kinda thought it seemed pretty weird…" she admitted as they found their way into the trophy room of the ship, which was still had lights, despite the destruction to the metal walls and floor.**

 **"Uh... where'd you say this weird thing was?" Rainbow asked, raising an eyebrow in confusion.**

 **"Oh, don't go doubting your lovely friend, my dear," Skurd advised, "She will most definitely-! GAH!" he yelped as he started getting yanked at the head by her.**

 **"Quit bein' creepy!" she yelled, tugging him as hard as she could, "And get off of my boyfriend!" she demanded, gritting her teeth.**

 **"Uh, Rainbow?" Ben chimed in, trying to get her attention, "I don't think that's gonna-" But before he could utter another word, she got flung onto him, yelping in surprise as the Slimebiote had reeled back, knocking them both down onto the floor, with the rainbow haired girl on top of the Omnitrix bearer.**

 **"Here it is," Sunset pointed out, having not heard or seen the scene that conspired behind her as she trotted over to the end of the hall, where there was nothing but a metal wall that was perpendicular to the floor, and a large red dot in the middle of it, large enough to place a hand upon. Rook shut off his weapon's flashlight as he walked over to her.**

 **"It looks as if this is meant to be a storage unit…" he suggested, rubbing his chin in thought.**

 **"Could be…" his girlfriend agreed.**

 **"Maybe it's where he keeps his ship's hyperdrive…" Ben inquired.**

 **"Or it's where he keeps the rest of his… 'trophies'," the rainbow haired girl added in suggestion. Suddenly, the two glanced at each other, both realizing the awkward position they were currently in.**

 **"AH!" they yelped simultaneously, quickly getting back up on their feet while their faces turned a bright red.**

 **"Uh… sorry 'bout that…" Rainbow apologized, sheepishly rubbing the back of her head.**

 **"Oh, uh… no, it's uh, my fault…" her boyfriend confessed, chuckling nervously.**

 **"Ah, love is in the air…" Skurd said with a dreamy sigh, causing the two to gnash their teeth in anger as they glared at him.**

 **"I wonder what this red circle's for…" Sunset noted as she placed her hand up against it. All of a sudden, it lit up, much to her surprise as she gasped while it began scanning the appendage. It then sounded off with a loud buzzing noise, indicating that the scan was incorrect.**

 **"A handprint scanner…" the Revonnahgander commented, "Very clever of Khyber," he admitted, crossing his arms out of frustration.**

 **"But that makes whatever's in this thing all the more important," his girlfriend retorted, putting her Proto-Glasses on over her eyes, activating them as green icons began showing up on the lenses.**

 **"Aren't we gonna take the whole ship back to HQ?" the rainbow haired girl questioned, "We can make Khyber open it there," she noted.**

 **"Oh, nonsense, my dear," the Slimebiote chimed in, "Let's have your boyfriend do the work," he recommended, winking at the Omnitrix bearer while he began fiddling with his device.**

 **"Wait, what?" he said, confused as he raised his eyebrow. Before he could do anything else though, Skurd scrolled through the holographic index that appeared over the contraption's lid, and then slid it open, letting its dial pop up while he stayed stuck to it. He then pushed it back down with his head, creating a green flash of light as the user's body began to morph. When it vanished, the luminosity revealed that he had turned into a large robotic-like humanoid with yellow plated armor, including a helmet that had his long ears protruding out of it. He had a gray tail and jackhammer parts on his elbows, wrists and hands, including bolts upon his shoulders, and a metal circle on top of his head. His fingers, tail, and the black parts of his limbs had small, horizontal line designs upon them, his feet were yellow while his toes were grey, and his arms, upper arms, and thighs were chain like. His forearms and shoulders were bulky as well. On top of that, he had the Omnitrix symbol upon his chest.**

 **"Huh?!" he yelped in surprise at his appearance while the slimy creature was upon his device's symbol.**

 **"And to add to it," he began as a slimy substance oozed from his body, stretching over the Talpaedan's left arm, merging with it as it suddenly became entirely red and very hot, shocking him even more, "how about we melt that metal wall down, rather than demolish it?" he suggested cleverly.**

 **"Don't do that!" Armodrillo demanded, "It's bad enough you're stuck to my watch…" he noted out of frustration, "I don't need you givin' me alien germs," he told him sternly.**

 **"I am** _ **not**_ **a germ!" he claimed angrily.**

 **"Guys, knock it off!" Sunset yelled, "We're trying to figure this thing out…" she said to them, turning back to the sealed wall, "Maybe we** _ **are**_ **gonna have to bring the ship back…" she realized with a heavy sigh. Rook gave her a sympathetic look, but then noticed something upon the floor right beside her. It was a large, metal glove, looking more like a gauntlet as it was so big. He walked over and picked it up, putting it over his right arm. His eyes widened as he recalled something.**

 **"Maybe we don't need Khyber after all…" he suggested, getting his girlfriend's attention as he went over to the handprint scanner. He placed his gloved right hand upon it, allowing the system to scan him while the rest of the group watched on. All of a sudden, steam emerged from the opening in the wall as it began sliding open on each side, revealing what was inside, much to their surprise as they gasped delightedly. Meanwhile, Skurd morphed the Talpaedan's arm back to normal, just as the Omnitrix symbol began timing out. It finished beeping in a green flash of light, transforming him back into Ben.**

 **"Okay…" he uttered nervously, "What's the big secret?" he asked rhetorically as the whole group with him saw what was inside the walls, being a containment that had a subject bathed in a red liquid. Upon taking a closer look at it, the alien watch bearer gasped in shock. "No way…" he said out of disbelief.**

 **"Ben?" his partner spoke in confusion.**

 **"Is somethin' the matter, babe?" Rainbow asked.**

 **"It's not possible…" he claimed, getting closer to the pod, "That's…" he started to say as he saw the subject himself, being a male Tamaranean with a well-developed, adolescent body, "…Wildfire…" he uttered in disbelief.**

 **END  
**

 **Oh, boy. I hope you're all excited as I am, 'cause this is gonna be one of the big ones! Unfortunately, it'll have to wait, as I've already declared that the next story I'm gonna be working on will be "Friendship Games: The Omni Force Crossover"! For those of you who are getting really excited, I'm putting up a poll to see which main pairings you're most looking forward to seeing! So please, let me hear your thoughts!**

 **And before I forget, the Epilogue of this story's gonna feature another sneak peek to the big Fairy Tail crossover, "Visitors"! Again, get excited, and I'll see ya later!**

 **QUOTE:**

 _ **Congratulations, Magister Blonko…**_

 _ **~Sunset Shimmer,**_

 _ **to Rook in The Final Countdown**_


	10. EPILOGUE

**Hey everybody! Well, with everything set aside for this last chapter, I can look forward to "Friendship Games" next weekend without much of a problem. However, do note that while I'll have something prepared for the story, chapters won't be coming out too frequently. Also note that there aren't gonna be any shorts this time around, as I'd like to get this story on the road as soon as possible. That said, I'm gonna be allowing for Q &A sessions to happen before every part of the story. Knowing how I split "Rainbow Rocks" into four parts, you guys will have at least four chapters to leave any questions you may have for the main characters or otherwise. **

**However, besides Ben, Rook, Natsu, and Hinata, there won't be many other crossover characters until I deem that they can fit into the story. Despite it being so popular, "Rainbow Rocks: The Omniversal Crossover" is probably one of my weaker fics because I had too many characters to keep track of. Don't worry, you'll eventually see them.**

 **But now, it's time to wrap up "Outlook" with the epilogue!**

 **OUTLOOK**

"Unbelievable…" Max uttered as he, Patelliday, Molly Gunther, and the Omni Force were in the monitor room, reviewing the security footage of the earlier battle upon the screen. They had just witnessed of Yokai's identity, followed by the surprising fact that he had an MPG on his hands, using it to make his escape.

"Fortunately, he didn't steal all of the power within the power core…" the Piscciss Volann noted, "Apparently, he only needed twenty-five percent of its energy to finish up… whatever it was he was plannin' on doin' with it," he explained.

"And whatever it is," the human Magister began, "it's likely to be just as dangerous as the MPGs could be," he pointed out, crossing his arms as he looked back at his grandson, who was with his teammates.

"Grandpa, we gotta go after that guy," he said, walking over to him, "There's no telling what he's planning to do in that other universe," he mentioned.

"I hear ya, Ben," Max responded, "But we've got no lead as to what exact universe he's gone to," he said.

"Yes, we do," Rook chimed in, stepping forward, much to the surprise of the human Magister as he pulled out his own MPG, activating it, "I managed to send a UT into the portal before it closed," he told him as the screen revealed the multiversal map over his device, showing off a white, blinking icon, to which he pointed his finger to, "Wherever Yokai has gone," he started to say, "it is there in that universe," he stated.

"Good thinking, Agent Blonko," the Alpha Squad Plumber complimented, causing him to crack a small grin.

"What's a UT?" Sunset asked with a raised eyebrow.

"A Universal Tracker," the Omnitrix bearer answered, "It's kinda of our way to keep an eye on all the Omni Force's honorary members," he explained, "They're pretty much just communicators though," he added, "unlike MPGs…" he said

"Huh…" the red and yellow girl responded, somewhat impressed.

"And thanks to you, Rook," Ben began to his alien partner, getting his attention, "we're gonna get back at that guy," he declared, pumping his right fist.

"That is… very kind," the Revonnahgander admitted, "But I do not think I will be going with you on that mission," he told him, much to his and teammates' surprise as their eyes widened.

"Huh?!" Rainbow exclaimed, "Why not?!" she asked.

"I… still feel terrible for not assisting you when you needed me most…" he explained in reply, "That is why I believe I should not go…" he confessed, "I will only slow you down, knowing that I do not have a Proto-Tool at the moment," he mentioned.

"But… Rook, we-!" Before his partner could utter out another word in plea, his grandfather placed a hand on his shoulder, glancing at him with a somber look, causing him to sigh in realization.

"Rook, if you think it's for the best," Max began, "then you'll stay here," he said, "Ben, you're in charge of getting a team together," he told his grandson, who nodded in reply. Meanwhile, Sunset looked at the alien Plumber with a worried expression upon her face, knowing another reason as to why he was wanting to stay behind.

"Uh, I'll stay here with him," she suddenly chimed in, much to the surprise of everyone around her, especially the Revonnahgander.

"You too?!" her rainbow haired friend questioned in shock, groaning in frustration, making her giggle slightly.

"I just… don't wanna leave a teammate alone while you guys are out saving the world again," she explained, rubbing the back of her head sheepishly, "Plus, I'm still kinda new to the Omni Force…" she added with a shrug of her shoulders.

"Yeah, good point…" the Omnitrix bearer agreed, "And I guess we could manage to wait a few days before heading out," he admitted, getting nods in agreement from his teammates, "But once we get going with our new team," he began, "we're gonna find that guy no matter what," he proclaimed with a serious look upon his face.

"Got that right, babe," his girlfriend agreed, smiling in anticipation. Meanwhile, Rook looked over at the red and yellow haired girl, having been astounded as she had offered to remain with him in his universe.

"Huh…" he sighed, placing his left hand on his uncovered right arm.

 **EPILOGUE**

A few days passed on as things were steadily returning to normal in Plumber HQ. The power core had been restored completely, and the base itself was back in mint condition, as officers bustled about, focusing on their current tasks. Sunset Shimmer was walking down the halls, waving to agents that she came across with a big smile on her face, as her attire had changed. She was now wearing a light cerulean top over a transparent, silk, light yellow skirt, with her jeans showing underneath it. With that, she also sported a new, black leather jacket, having an orange stripe upon each sleeve, which were both rolled up halfway to her elbows, with zipper pockets at the front. On top of that, she was wearing gray and black high heel boots; each with an orange stripe and buckle upon them. She greeted a few more people before she pulled out her book from the brown knapsack on her back, opening it up as she readied a pen.

" _Dear Princess Twilight,_ " she began to write, " _I know it's a little hard to believe, but I joined the Omni Force a couple of days ago,_ " she printed as she continued walking down the hallway towards the barracks, " _Things… did get a little dicey on the first day on the job,_ " she admitted as she continued to stroke her pen back and forth, " _But I managed to really help out Ben, Rainbow Dash, and the others when they were in a pinch,_ " she said through her writing, " _And I've even made a new friend in Ben's partner, Rook!_ " she added excitedly, stopping between two closed entrances as she leaned up against the wall, allowing her to take a moment to inscribe her words more easily, " _I bet you know who he is based on what Ben's told you,_ " she noted, giggling to herself, but then developed a somber look as she continued, " _The thing is though… he… went through some bad news recently,_ " she wrote down, " _I don't want to give away any major details,_ " she kept going, " _but it's been tough for him to take in…_ " she confessed, " _If you have any advice on how I should help,_ " she suggested, " _I'd love to hear it,_ " she inscribed, " _For now, I'm going to try and talk to him myself,_ " she declared, " _Hope I hear from you soon!_ " she wrote in conclusion, " _Your Friend, Sunset Shimmer,_ " she signed off, closing the journal up. She then trotted towards the door and the end of the hall, being the entrance to the Revonnahgander's room. "Hm…" she uttered with a worried expression as she put her book away into her backpack.

"Huh…" the alien Plumber sighed from within his quarters, sitting at his desk and looking at the letter one last time. His armor had been completely repaired, and his Proto-Tool had been remade as well, mounted upon his left shoulder. Though it was hard for him to read it again, it felt comforting to understand how his ex-girlfriend had been engaged to his old friend. He stood up, grasping the paper in both of his hands, sighing, but started smiling afterwards. "Thank you, Rayonna…" he said in gratitude.

" _ **ACCESS GRANTED,**_ " a robotic voice suddenly stated, much to his surprise as his eyes widened, looking over to see the door to his room slide open, revealing the red and yellow haired girl standing there.

"S-Sunset?!" he stammered out of shock, recoiling slightly.

"Sorry!" she quickly apologized, holding her hands out in a placating manner, "I… just wanted to see how you were doing…" she told him, sheepishly rubbing the back of her neck while she nervously laughed.

"Oh, uh… of course," he realized, then took notice of her new outfit, "I… um… like your… new… look," he said nervously, pulling off a small smile.

"Oh, thanks," she responded in gratitude, "Since my old clothes got all torn up from the fight," she began, "I figured I'd try something else out," she told him as he viewed her new style up and down.

"It does suit you," Rook admitted, causing her to grin happily. She then saw the letter in his hands, developing a concerned look on her face.

"Still thinking 'bout her, huh?" she guessed, making him blink in surprise at her remark.

"Huh…" he sighed, going over to his bed, "Yes," he said, sitting down upon the plush surface of his divan, "Rayonna was my girlfriend for the longest time," he explained, "and the only one I had ever loved…" he added somberly.

"It must be really hard to deal with," Sunset inquired, seating herself beside him.

"Indeed," the Revonnahgander agreed, "I know Ben had experienced… break-ups before," he mentioned, "but… not at this magnitude," he pointed out, much to her surprise.

"You know…" she started to say, getting his attention, "I kinda broke up with someone too…" she admitted, causing him to raise an eyebrow in surprise.

"You… did?" he questioned, very shocked as she nodded in response.

"Back then, I wasn't exactly the best girl around," she told him, "I was just trying to get more popular so I could get my hands on more power…" she remembered, clenching her fists over her knees in frustration, "But once Ben, Rainbow, and the others showed me what it means to be a true friend," she continued, letting her hands uncurl, "I finally understood what friendship really meant," she told him.

"Uh… beg pardon," he began, "but… you are making it sound like you were once… a villain…" he noted, confused as he raised his right eyebrow.

"Ben never told you how I turned into a 'she-demon'?" the red and yellow haired girl questioned with a smirk, somewhat stunning him.

"I-I assume he would not want me to get that impression…" he replied, "Though, it would have been hard to assume such a thing," he admitted, "You are quite kind, caring, and beauti-" He stopped himself before he could utter another syllable, widening his eyes in surprise as he blushed madly, while Sunset did the same. They glanced at each other for a moment, and then looked away, both embarrassed. "So…" the alien Plumber began, restarting the conversation, "are you getting used to the MPG features yet?" he asked, changing the subject rather quickly.

"Uh, yeah," she responded nervously, with her face still reddened, "I've been… working with Ben on… uh… tracking…" she managed to say before she turned to face the Revonnahgander, "Were you just going to say that I'm beautiful?" she questioned instantly with a rosy red face. Recoiling in shock, his face flushed madly. However, he managed to regain his composure, looking towards her.

"Y-Yes, I was…" he responded with a stutter, looking down afterwards, "I know that sounds… bizarre… coming from an alien, but-" His sentence was suddenly halted the moment he saw that she placed her left hand onto his right, catching his attention.

"Blonko, I'm a pony from _another_ dimension in _another_ universe," she said, "I don't think it's weird at all," she confessed, "Just… different…" she uttered with a nervous chuckle. He blinked in surprise, having expected a more freaked out reaction from her. However, he smiled at her honesty with him, taking hold of her hand.

"Thank you, Sunset," he said in gratitude, blushing still, "If… you would like to…" he began to say in an anxious tone, "I thought we could perhaps go… um… on a…"

"Date?" the red and yellow haired girl guessed in interjection, causing him to blush madly yet again.

"Uh… I-I-"

"I'd love to," she interrupted, much to his surprise as he recoiled slightly, "Does a cup of coffee sound good?" she suggested with a raised eyebrow. Despite all that had just conspired, including the fact that he had just asked out someone he had only recently met successfully, Rook smiled brightly.

"It does sound good," he responded, making her giggle a little.

"Uh, guys?" a familiar voice chimed in, getting both of their attentions as their eyes widened, turning to see Ben standing at the doorway.

"B-Ben!" Sunset stammered, relinquishing her hand away from the alien Plumber's, "Uh, what's up?" she asked, standing up from the bed with him while her face flushed slightly.

"We're about to head out to Yokai's universe," the Omnitrix bearer responded.

"And we're _totally_ gonna kick his butt!" Rainbow chimed in excitedly, punching her left hand as she appeared at the doorway.

"So, you have a team together?" Rook inquired.

"Yep," his partner replied, "The best we got with me and Dash," he added, making her smile, "You gonna send us off?" he asked.

"Sure," the red and yellow haired girl responded as they started walking off, "Come on, Blonko," she beckoned, causing him to smile as he followed her out, trotting beside her while the rainbow haired girl noticed them from behind her.

"Hey," she began to her boyfriend, getting his attention, "you don't think Rook and Sunset are-?"

"No," he interjected in immediate reply, placing his hands in his pockets.

"But maybe they-"

"No," he interrupted again, only quieter.

"I've got a feeling that-"

"No!" he interjected again, whispering loudly. His girlfriend just sheepishly looked around, rubbing her right arm with her left hand as she pondered the thought she was thinking of.

"I bet they're gonna be a couple when we get back," she said quickly with a smirk, much to the dismay of the Omnitrix bearer as he sighed deeply, causing her to giggle a little. Meanwhile, the two behind them just shrugged their shoulders, unaware of who they were referring to. Moments later, they arrived at the monitor room, where two others were awaiting them.

"'Bout time ya showed up," one of them said, being a lean, muscular young man of average height with a slightly tan skin tone, black eyes, and spiky pink-colored hair. His outfit consisted of an open-collared, one-sleeved, gold trimmed, black waistcoat, which was zipped and tucked into his white, knee-length trousers. The sleeve was on his left arm as he had a thick, black wristband on his right. He had a red mark just below his shoulder, along with a scale-patterned scarf around his neck, topped off by open-toed sandals upon his feet. "I'm gettin' fired up just from sittin' down here," he told his teammates with an excited grin, standing up from a chair. Next to him was another young man of about the same height, having tannish skin and black hair, with a pair of orange goggles upon his forehead. He wore red jacket with orange stripes on the sleeves near his shoulders and orange cuffs over a navy blue and white t-shirt, along with black gloves upon his hands, black pants with blue stripes, and black shoes.

"So, we gonna get goin', muchacho?" he asked, crossing his arms as he leaned against a control panel.

"Yeah, we are," Ben replied as he walked up to them with Rainbow, just as his grandfather showed up with Patelliday.

"Rex and Natsu, huh…" he noted, going over to his grandson, "All right Ben," he began, getting his attention, "you understand the mission?" he questioned to him.

"Absolutely," he responded with a nod, "Find Yokai, stop his plan, and save that universe," he listed off.

" _And_ confiscate that MPG of his," Max pointed out, placing a hand on his shoulder, "Ben, we can't let someone that has that kind of tech roam free," he stated, "I need you to be serious for this," he told him.

"I will be," he reassured, as his girlfriend, Natsu, and Rex came over, standing alongside him, "And so will the rest of us," he added confidently, pulling his MPG out from his pocket, activating it.

"All right…" the dragon slayer uttered as he punched his left hand excitedly in anticipation, making a flare of fire spark off from it, "Let's nab this guy!" he declared as the holographic map came up over the device, showing the blinking, white icon. The Omnitrix bearer tapped it with his right index finger, causing it to brighten. Suddenly, a green portal appeared behind them, with its vortex swirling slowly.

"Well, we're off!" Rainbow proclaimed, "Don't worry by the way," she reassured as the evo and fire mage walked into the portal with her boyfriend, "We'll be back before you know it!" she promised, running after her teammates through the rift, "See ya!" she cried out in farewell, following them through the vortex. A moment passed before it suddenly closed off, disappearing in a flash of light, leaving no trace of its presence.

"Are they going to be okay in there?" Sunset asked, somewhat concerned.

"I believe so," Rook replied, placing his right hand upon her left shoulder in reassurance, causing her to smile.

"Uh oh…" the Piscciss Volann's voice muttered from afar, catching their attentions as they looked over to see him sitting before the control panel with a screen above it.

"Magister Patelliday?" the Revonnahgander said with a raised eyebrow, walking over with his teammate, "What is wrong?" he asked.

"Well…" his superior began, "we've got situation in Undertown involvin' a few crooks that broke out durin' the mess the other day," he told them, much to their surprise as they gasped, "Apparently, they're all staging some kinda revolt to take the place…" he mentioned. The two Omni Force members glanced at each other before developing grins on their faces.

"We'll take care of it," the alien Plumber declared, with his comrade nodding in agreement. Down in the alien city of Undertown, criminals and crooks alike were all gathered within an abandoned warehouse, having weapons readied as they chatted, awaiting their chance to make their move.

"Listen up!" a voice yelled out, getting all of their attentions as they turned to see Psyphon floating overhead, grinning evilly, "Today, we will pry this pathetic underworld from the hands of that conman, Argit…" he told them with a nasty look in his eyes, "And after that," he continued, "we will set our sights on the city of Bellwood," he kept going, "and then," he uttered, "the rest of this backwater planet!" he finished, laughing maniacally as his followers cheered with him.

"The only thing you are going to receive is a jail cell!" a voice shouted, getting his attention as he widened his eyes in surprise. He looked around frantically, trying to find out where it came from.

"Over there!" someone cried out, pointing towards the entrance to the building. Standing there was Rook himself, having his arms crossed as he had a smug expression upon his face.

"The Revonnahgander Plumber!" the criminal mastermind realized, scoffing with a grin, "You think you can stop all of _us_?!" he questioned, pointing out the army of crooks that were among him.

"Alone, no," the furry, alien officer responded, "But I am not alone," he noted with a smirk. Psyphon just raised an eyebrow as he didn't know who he was talking about. Suddenly, a couple of thuds were heard before him, causing him to look down and see two of his men lying on the ground, knocked out completely. A flash of light then caught his attention as he looked back by the entryway, blinded by its brightness. When the luminosity vanished, he gasped to see Sunset Shimmer standing beside Rook, having her Equestrian magic activated as her pony ears, ponytail, and amber skin were all apparent upon her body.

"A-A-Another one?!" their enemy gasped in shock, recoiling slightly as he began to sweat, but regained himself, knowing that there were only two of them standing in his way, "Attack!" he ordered to the crooks below, who charged ahead, letting out battle cries as they readied their weapons.

"Are you ready to do this, Sunset?" Rook asked the red and yellow haired girl while he pulled out his Proto-Tool from his shoulder, readying it into its blaster mode.

"Definitely," she responded, taking her Proto-Glasses out of her jacket pocket, putting them over her eyes as they activated. The two of them then ran forward, prepared to take on the entire army of criminals.

 **END**

 **YAY! It's finally complete! Thank you all so much for the support throughout this entire story. I promise there's a lot more to come in the future!**

 **However, I believe I need to give you guys a few explanations to some of the elements of this story, starting with Yokai and his MPG. The duplicate MPG was a secret project Professor Callaghan had been conducting in the wake of his daughter's supposed demise, trying to recreate the Silent Sparrow. Instead, he managed to create a rift into an alternate universe, and out of all the odds, it turned out to be Ben's. After figuring out how to utilize his own device, he took Hiro's microbots in the wake of the explosion, prepared his plan to create the Silent Sparrow portal, and set off for Ben's universe to obtain the necessary energy to power it. Now, I know it seems strange that someone like Callaghan would have something so powerful like an MPG, but being a robotics scientist bent on getting revenge for his daughter, he'd be motivated to do anything.**

 **Second, the relationship between Rook and Sunset. They do become a couple once Ben and the others return from the Big Hero 6 universe, but they have more of a quieter relationship compared to their team leader and Rainbow Dash. They do tend to have a few sweet moments, but their relationship isn't exactly perfect, especially with the difference in species. More of that will be seen in "Friendship Games: The Omni Force Crossover".**

 **Now, let's move onto the next sneak peek of the chapter! As I declared a while back, this preview's from the big Fairy Tail crossover, "Visitors"! It's also a T-rated fic like "Resolve", so expect some mild swearing and more adult elements. With that said, enjoy the sneak peek!**

 **SNEAK PEEK**

 **"So… you're** _ **all**_ **from different worlds?" Lucy guessed as everyone else had their mouths gaping open.**

 **"Pretty much, yeah," Ben responded, rubbing the back of his head sheepishly as his teammates all nodded in agreement, much to the surprise of the Fairy Tail members while they gasped. However, the fire dragon slayer's open mouth closed into an excited grin, catching the attention of the ice mage standing beside him.**

 **"Natsu," he began sternly to him as a cold aura wafted over his body, "what are you thinking?" he asked, crossing his arms.**

 **"Heh, heh," he chuckled in response, folding his own extremities behind his head, "Just thinkin' 'bout how all the guys in front of us are from different worlds…" he started to say, "makes me wonder how tough they are," he noted.**

 **"Seriously?!" the blonde haired girl exclaimed in surprise, panicking a little.**

 **"That's Natsu for ya…" Happy pointed out with a sigh as a drop of sweat rolled down his head.**

 **"I think whiskers there might be the toughest," the pink haired man admitted, pointing at Naruto.**

 **"'Whiskers'?" he questioned in confusion, raising his right eyebrow as a tick mark became visible upon his forehead, "Who're ya callin' whiskers, pinky?!" he yelled, causing the mage to widen his eyes in surprise at the remark.**

 **"And who're ya callin' pinky, whiskers?!" he shouted back, as they both glared at each other angrily, growling all the while.**

 **"Hey, don't go pickin' fights, Natsu!" Gray ordered, jumping into the verbal conflict as his white shirt had come off.**

 **"Don't butt in, ya icy stripper!" his teammate exclaimed as his tongue was flaring up.**

 **"Yeah, and put some clothes on!" the shinobi demanded in agreement, much to the surprise of the onyx-haired teen.**

 **"Say what?!" he yelled back, "What do mean put some-? AH!" he gasped, looking down to see that he had subconsciously taken off his pants as well. Freaking out, he frantically searched for his clothing while the others just stared at him with blank looks on their faces, with the exception of Korra as she laughed.**

 **"There's something you don't see every day…" she noted, still chuckling while from afar, a figure watched in dismay as her beloved was being admired by another woman. Juvia Lockser was behind a wooden pole as she saw the conversation continue, eyeing the Avatar and the ice mage closely.**

 **'** _ **Oh, my darling Gray…**_ **' she thought to herself as a blush came across her cheeks, '** _ **It seems you've won the charm of this strange, new woman in the guild,**_ **' she noted as she tightened her grip around the pole with her hands, "** _ **That must mean she is now... a… LOVE RIVAL!**_ **' she declared within her mind, staring at her menacingly while she didn't take any notice.**

 **"Does that happen often?" the evo asked.**

 **"Almost all the time, I'm afraid," the white furred cat responded with a sigh.**

 **"Anyways," Erza began as she suddenly yanked Natsu away by his left ear, causing him to yelp in pain, "I find it hard to believe that** _ **all**_ **of you are from alternate worlds," she confessed, holding the rambunctious teen down as he struggled to break free of her grip.**

 **"Well, you gotta believe it," Rex chimed in, "Not every day that someone from another universe drops by," he joked with a chuckle, causing the scarlet-haired girl to groan with a sigh.**

 **"How** _ **did**_ **you come to our universe anyways?" Lucy asked, "Heck, how did you all travel to your own universes?!" she asked, rubbing her hair back and forth in agonizing confusion.**

 **"With these," the Omnitrix bearer pointed out, holding his MPG before her, causing her to cease her frantic behavior as she blinked upon seeing it, "It's called a Multiversal… Portal Generator," he told her, "It lets us open portals to other universes, and communicate with each other," he explained.**

 **"Oh, wow…" the Celestial mage uttered in awe, as he allowed her to take hold of it.**

 **"It sure sounds handy!" Wendy chimed in, as Carla stood beside her, grinning in agreement. The fire dragon slayer then jumped in, having freed himself from the requip wizard's grip, grasping the device out of his teammate's hands.**

 **"Hey!" she yelled.**

 **"So this is the thing that Gingka said I'd get…" the pink-haired teen noted as he grinned widely.**

 **"Huh?" Ben said with a raised eyebrow, glancing over at the beyblader, who sat upon a stool at the bar as he looked back.**

 **"I think he's got what it takes," he told him, "Though, he** _ **is**_ **a little spastic…" he admitted.**

 **"What?" Natsu questioned with a raised eyebrow, while the Team Omniverse leader laughed aloud.**

 **"You sure grew up pretty fast," he noted to his teammate, who let out just a small chuckle in response.**

 **"So, do I get to be on the team?" the fire dragon slayer asked excitedly.**

 **"Sure!" the Omnitrix bearer replied, "If Gingka thinks you've got what it takes," he began, "I'm sure everyone else would say the same thing," he pointed out, making him sheepishly laugh as he rubbed the back of his head.**

 **"Hold on," Erza chimed in while Gray had reclaimed his black pants, putting them on quickly, "Natsu's already part of this guild," she pointed out, making him gnash his teeth angrily as she came up to them.**

 **"Ya know, Erza," the pink-haired teen began, "these guys aren't exactly a from a guild and all…" he noted. Suddenly, she whacked him on the head with her left fist, causing him to fall to the ground as the Team Omniverse members gasped in shock.**

 **"Oh boy…" the blue cat muttered as his friend lied upon the wooden floor, with a massive red bump upon his head.**

 **"Ah…" he groaned in pain as steam emerged from the swollen spot atop him.**

 **"Jeez!" Korra exclaimed, "Does** _ **that**_ **happen often?" she asked, turning to Lucy.**

 **"Unfortunately…" she answered with a heavy sigh, causing both the Avatar and the shinobi to cringe in fright.**

 **"Yikes…" the latter of the two uttered, crossing his arms.**

 **'** _ **She's sure a card…**_ **' the beyblader thought sarcastically in his head as he stood up from his seat.**

 **"I get that your team travels between universes to befriend teammates," the requip mage noted, "But I don't understand as to why you'd do that…" she told them, "It's not like you're getting paid, are you?" she guessed, causing Natsu to perk up instantly in surprise.**

 **"Eh, good point…" Ben noted as Gingka had come over, standing beside him, "We're not exactly in it for the pay day…" he quipped in explanation.**

 **"Then what are you in it for?" she asked, folding her arms under her chest.**

 **"To be heroes," the spiky, red-haired teen responded, much to her surprise as she looked at him with a raised eyebrow, "We wanna protect the multiverse, no matter what it takes," he told her as she was somewhat stunned.**

 **"See, Erza?" the fire dragon slayer questioned, "I don't care if we ain't workin' for money and all…" he confessed, "I just wanna fight with these guys!" he exclaimed as the Team Omniverse members smiled delightedly in agreement.**

 **"Pipe down!" his guild-mate ordered, stomping her left foot onto his head, causing the floorboards to break as he grunted, much to the shock of the guests as they grimaced and paled at the sight, with the exception of Gingka as he merely widened his eyes.**

 **"Hey, cool down, why don't ya?" he suggested, "It's not like he did anything stupid…" he pointed out, crossing his arms as he glanced away.**

 **"Sorry…" she apologized sheepishly with a drop of sweat rolling down the side of her head, "But he needs to remember that there's still another reason as to why joining you will be impossible," she explained, much to their surprise as they gasped.**

 **"What do you mean, Erza?" the sky dragon slayer asked, jumping in on the conversation.**

 **"The gap," she responded, glancing back at the little girl as she blinked in realization.**

 **"Gap?" Korra questioned, arching an eyebrow as she sat upon a table, with Naruto standing beside her, shrugging as he had no idea what the scarlet-haired girl was referring to.**

 **"Like your… universal travels," she began, "you're going to find this a little hard to believe," she told them, allowing the guests to mentally prepare themselves for her story, "For the past seven years, we were stuck in limbo," she said, "And we've only just recently returned from that," she mentioned, looking away as it was tough for her to thoroughly explain while the Team Omniverse had surprised looks on their faces.**

 **"How'd that all happen?" Rex asked, crossing his arms as he developed a confused expression.**

 **"Some big shot dragon tried to blow us up on an island…" Natsu muttered in reply from the floor as he had his right hand up against his cheek, making the evo gasp in shock.**

 **"But we somehow managed to save ourselves by coming together and forming some… magical barrier around us and the island before it attacked…" Gray explained as he came over.**

 **"Gray... your pants," the requip mage uttered with a sigh. The ice wizard gasped, panicking as he saw that he was in his black boxers yet again, frantically looking around for his clothes. "It took seven years for that same protection magic to be dispelled," she told the guests in the meantime, "which means we've missed out on seven years of training," she added. It took a moment for the information to sink all in for them, glancing over at each other with concerned looks.**

 **"Well…" Ben began to say, rubbing the back of his head with his right hand nervously, "so what?" he questioned, "From what we saw earlier, Natsu held his own against Gingka," he noted.**

 **"Yeah, and you were there, Erza!" the fire dragon slayer yelled as he got back up on his feet, with the swollen bump on his head no longer being apparent.**

 **"If you had those seven years of training," the scarlet-haired warrior started to say to him, "you'd be able to easily defeat him," she stated, much to the surprise of the beyblader as his eyes narrowed in anger.**

 **'** _ **Did… she really just say that?!**_ **' he screamed inwardly as he gnashed his teeth together, clenching his fists tightly.**

 **"Uh… can't he train with us?" Korra asked, chiming in.**

 **"Yeah," Naruto agreed, "Even if he's missed out on seven years, we can help make him and the rest of you guys stronger," he reassured.**

 **"Really?!" the sky dragon slayer questioned as she clasped her hands together delightedly.**

 **"You'd actually do that for us?" Lucy asked with a surprised look on her face.**

 **"Totally," Rex responded, "We're all friends here, aren't we?" he guessed, getting smiles in reply from the two girls, along with Gray as he successfully had his pants back on, including his socks and shoes.**

 **"This is… all very kind of you," Erza admitted, "but we can't just let Natsu run off with you," she told them, "Our guild's going to need him now more than ever…" she mentioned.**

 **"Aw, come on, Erza…" the fire mage pleaded, "Besides, it's not like these guys are usin' us for money…" he pointed out.**

 **"Good point," his exceed agreed, "They don't really look like they need it…" he noted, looking at the Omnitrix bearer and the evo closely, admiring their clothing.**

 **"Besides, they'll help us out on missions, right?" the ice wizard guessed as he came over.**

 **"Definitely," Naruto replied with a cheeky smile.**

 **"See, Erza?" Natsu questioned while he smirked, "I'll still be workin' for the guild when I'm around…" he said, putting his hands at his hips.**

 **"I SAID NO!" she declared, punching him right in the face, sending him flying across the room, crashing into the floor right between Ben and Gingka as they got out of the way. When the dust cleared, the fire dragon slayer was lying on the ground with swirls in his eyes as his right cheek was severely bruised. Everyone grimaced in fright at the power of the S-Class wizard, with the exception of the beyblader as he just glared at her.**

 **"What are you, his mother?!" he shouted rhetorically.**

 **"No, but I don't think he should be on your team for the moment," the scarlet haired wizard responded, "Compared to you, he's probably on the same level of power," she noted.**

 **"Who the hell cares about that?!" the spiky, red-haired teen responded angrily, much to her surprise, along with everyone else in the guild, including the ones from afar, as the shouting had reached their ears, catching their attentions, "We think he's a good pick 'cause he's got the spirit for it!" he told her, starting to walk over to her.**

 **"Uh, Gingka…" the Omnitrix bearer tried to say, but was too late as his teammate got into her face.**

 **"Spirit, huh…" she uttered in realization, with a tick mark appearing upon her forehead, "And you say Natsu has more than** _ **I**_ **do?" she questioned as her ire rose greatly. Despite everyone else backing away in fear of her increasing anger, the beyblader didn't flinch. Suddenly, a brilliant, golden light shined upon her body, swirling around as the others shielded their eyes from it. When it vanished, it revealed that she had equipped her Heart Kreuz armor on over her upper body. She then stuck her right arm out, summoning forth a sword in another flash of light, and proceeded to have the blade go up against the boy's neck, much to his surprise as he gasped slightly.**

 **"Whoa, hey…" Naruto said, while Korra jumped down from her seat, "Let's calm down for a sec…" he suggested, holding out his hands in a placating manner.**

 **"Do you really believe Natsu can be a good member for your team?" she asked the teen she was currently threatening with her weapon.**

 **"Definitely," he responded, "He's got that fire that can really pull us through some tough spots," he told her, "And we're gonna make sure he gets stronger with us," he stated, grabbing the hilt of his own blade from the back of his belt, which the fire mage took notice of with widened and scared eyes.**

 **"Is that a challenge then?" Erza asked, narrowing her eyes.**

 **"D-D-Don't do it, Gingka!" Natsu stammered in fear, "Erza's way stronger than you think she is!" he yelled out to him. However, the beyblader pulled out his weapon with his right hand, spinning it around before using it to knock the S-Class wizard's blade off of his neck, staring her down seriously while he had his weapon pointed at her, much to her surprise as she blinked.**

 **"You** _ **dare**_ **point your blade at me?" she questioned with a menacing glare while everyone else in the guild looked on with shocked faces, having their mouths gape open.**

 **"Heh," the spiky, red-haired teen chuckled in response, "If the blade fits, Scarlet…" he quipped, causing everyone else to widen their eyes in shock, especially the fire dragon slayer as his body paled.**

 **'** _ **AAAAAHHHH!**_ **' he screamed inwardly, '** _ **Either this guy's the bravest man alive, or the dumbest!**_ **' he exclaimed through thought in realization, panicking greatly.**

 **END  
**

 **And there ya have it! I'm sure you would've loved to see a sneak peek of "Friendship Games: The Omni Force Crossover", but I'd rather not give away any big spoilers just yet… However, I've been keeping track of the sneak peeks and songs for the movie, and I gotta say, it looks and sounds fantastic. Even more so than the first movie.**

 **With some spoilers already revealed, I've gotten ideas together for battles and other elements within the story. But for now, PLEASE VOTE FOR WHAT PAIRING YOU WANT TO SEE THE MOST HINTS FROM! I'M PLANNING ON PUTTING A LOT IN FOR YOU GUYS! Also, be on the lookout for a Ben 10 villain that's gonna be a part of the story as well. If you wanna take a guess as to who it might be, feel free to leave a comment in the review section.**

 **Now that that's all done, writing won't be coming in until next week at the earliest, because I'm still in college and I still need to study. But, I promise to get a new chapter out to you guys as soon as I can! See ya!**

 **QUOTE:**

 _ **We're all gonna stick together. That's what friends… and girlfriends are for, right?**_

 _ **~Sunset Shimmer,**_

 _ **to the group of Ben, Rook, and Rainbow Dash in A New Dawn**_


End file.
